Variable Life Select (VLS)Issued by MML Bay State Life Insurance CompanyMML Bay State Variable Life Separate Account IThis prospectus describes an individual, flexible premium, variable, whole life insurance policy (policy) issued by MML BayState Life Insurance Company. While this policy is in force, it provides lifetime insurance protection on the insured.

The owner (you or your) has a number of investment choices in this policy. They include a guaranteed principal account(GPA) and the funds offered through our separate account, MML Bay State Variable Life Separate Account I (SeparateAccount). These funds are listed on the following page.

You bear the investment risk of any premium allocated to these investment funds. The death benefit may vary and the cashsurrender value will vary, depending on the investment performance of the funds.

The prospectus and Statement of Additional Information (SAI) describe all material terms and features of the policy. Certainnon-material provisions of your policy may be different than the general description in the prospectus and the SAI, and certainriders may not be available because of legal requirements in your state. See your policy for specific variations since any suchstate variation will be included in your policy or in riders or endorsements attached to your policy.

The policy provides life insurance protection. It is not a way to invest in mutual funds. Replacing an existing life insurancepolicy with this policy or financing the purchase of the policy through a loan or through withdrawals from another policy maynot be to your advantage. Before purchasing, you should consider the policy in conjunction with other insurance you own.

The policy:

‰ is not a bank or credit union deposit or obligation.‰ is not FDIC or NCUA insured.‰ is not insured by any federal government agency.‰ is not guaranteed by any bank or credit union.‰ may go down in value.‰ provides guarantees that are subject to our financial strength and claims-paying ability.

This prospectus is not an offer to sell the policy in any jurisdiction where it is illegal to offer the policy nor is it an offer to sellthe policy to anyone to whom it is illegal to offer the policy. The policy is no longer offered for sale. Owners may, however,continue to make premium payments under existing policies.

To learn more about the policy, you can obtain a copy of the SAI. The SAI is incorporated into this prospectus by referenceand is legally part of this prospectus. We filed the SAI with the Securities and Exchange Commission (SEC). The SECmaintains a website (www.sec.gov) that contains the SAI, material incorporated by reference and other information regardingcompanies that file electronically with the SEC. For a free copy of the SAI, other information about this policy, or generalinquiries, contact our Administrative Office at the address and phone number below:

MassMutual Customer Service CenterPO Box 1865Springfield, MA 01102-18651-800-272-2216(FAX) 1-866-329-4527www.massmutual.com

You may request a free personalized illustration of death benefits, surrender values, and cash values from your registeredrepresentative or by calling our Administrative Office.

The SEC has not approved or disapproved this policy or determined that this prospectus is accurate or complete. Anyrepresentation that it has is a criminal offense.

Please read this prospectus carefully before investing. You should keep it for future reference.

Effective May 1, 2018

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MML Bay State Variable Life Separate Account IThe Separate Account invests in the following funds. You may allocate premium to any of the divisions in the SeparateAccount, and the Separate Account will purchase equivalent shares in the corresponding funds listed below. You may alsoallocate premium to the GPA.

We will deliver to you copies of the current fund prospectuses and/or summary prospectuses, which contain detailedinformation about the funds and their investment objectives, strategies, policies, risks and expenses. You may also visit ourwebsite (www.massmutual.com) to access this prospectus, as well as the current fund prospectuses and summary prospectuses,or contact our Administrative Office to request copies.

American Century Variable Portfolios, Inc.American Century VP Income & Growth Fund (Class I)

Fidelity® Variable Insurance Products FundFidelity® VIP Contrafund® Portfolio (Initial Class)

MML Series Investment FundMML Equity Index Fund (Class II)

MML Series Investment Fund IIMML Blend Fund (Initial Class)MML Equity Fund (Initial Class)MML Managed Bond Fund (Initial Class)MML Small Cap Equity Fund (Initial Class)MML U.S. Government Money Market Fund (Initial Class)

Oppenheimer Variable Account FundsOppenheimer Capital Appreciation Fund/VA (Non-Service)Oppenheimer Discovery Mid Cap Growth Fund/VA (Non-Service)Oppenheimer Global Fund/VA (Non-Service)Oppenheimer Global Strategic Income Fund/VA (Non-Service)

T. Rowe Price Equity Series, Inc.T. Rowe Price Mid-Cap Growth Portfolio

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Table of Contents

Summary of Benefits and Risks 4Benefits of the Policy 4Risks of the Policy 5

Fee Tables 6Transaction Fees 6Periodic Charges Other than Fund Operating

Expenses 7Rider and Endorsement Charges 7Annual Fund Operating Expenses 8

Index of Special Terms 9

The Company 10

General Overview 10

Owner, Insured, Beneficiary 11Owner 11Insured 11Beneficiary 11

Purchasing a Policy 12Purchasing a Policy 12Your Right to Return the Policy 12Replacement of Life Insurance or Annuities 12

Premiums 13First Premium 13Planned Premiums 13Subsequent Premium Payments 14Premium Payment Plan 14Premium Flexibility 14Premium Limitations 15How and When Your Premium is Allocated 15Cash Flow Diagram 16

Investment Choices 17The Separate Account 17Underlying Funds 18Compensation We Receive from Funds,

Advisers and Sub-Advisers 19The Guaranteed Principal Account 20

Policy Value 20How the Value of Your Policy is Calculated 20Policy Termination and Reinstatement 21

Policy Transactions 22Transfers 22Limits on Frequent Trading and Market Timing

Activity 23Dollar Cost Averaging Program 24Withdrawals 24Surrenders 25Loans 26

Death Benefit 28Minimum Face Amount 28Death Benefit Options 29Right to Change the Death Benefit Option 29Right to Change the Selected Face Amount 29When We Pay Death Benefit Proceeds 30Payment Options 31Suicide 32Error of Age or Gender 32

Other Benefits Available Under thePolicy 32

Additional Benefits You Can Get by Rider 32

Charges and Deductions 33Transaction Charges 33Periodic Charges 35Monthly Charges Against the Account Value 35Daily Charges Against the Separate Account 37Fund Expenses 37Special Circumstances 37

Federal Income Tax Considerations 37Policy Proceeds and Loans 38Investor Control and Diversification 39Modified Endowment Contracts 39Other Tax Considerations 40Qualified Plans 40Employer-Owned Policies 41Business Uses of Policy 41Tax Shelter Regulations 41Alternative Minimum Tax 41Generation Skipping Transfer Tax 42Withholding 42Life Insurance Purchases by Residents of Puerto

Rico 42Non-Resident Aliens and Foreign Entities 42Sales to Third Parties 42Medicare Hospital Insurance Tax 42

Other Information 43Other Policy Rights and Limitations 43Reservation of Company Rights to Change the

Policy or Separate Account 44Distribution 44Computer System Failures and Cybersecurity 46Legal Proceedings 46Our Ability to Make Payments Under the Policy 46Unclaimed Property 47Financial Statements 47

Appendix A 47Hypothetical Examples of the Impact of the

Minimum Face Amount 47Hypothetical Examples of the Impact of the

Account Value and Premiums on the PolicyDeath Benefit 48

Hypothetical Examples of Death Benefit OptionChanges 48

Back Cover Page

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Summary of Benefits and RisksThe following is a summary of the principal benefits and risks of the policy. It is only a summary. Additional information onthe policy’s benefits and risks can be found in the later sections of this prospectus.

Benefits of the PolicyDeath Benefit The primary benefit of your policy is life insurance coverage. While the policy is in force, which means

the policy has not terminated, a death benefit will be paid to the beneficiary when the insured dies.

Choice of Death BenefitOptions

The policy offers two death benefit options. Each is the greater of the minimum face amount, or:1. Level Option: The current selected face amount.2. Return of Account Value Option: The current selected face amount plus the account value of the

policy.The death benefit we pay will be reduced by any outstanding policy debt and any unpaid monthlycharges needed to avoid policy termination.

Right to Return the Policy You had a limited period of time after the policy was delivered during which you could cancel thepolicy and receive a refund (free look). You also have a limited period of time after any selected faceamount increase during which you can cancel the increase and receive a refund of premium paid on orafter the date of application for that increase.

Variable InvestmentChoices

The policy offers a choice of 13 Separate Account divisions within its Separate Account. Each SeparateAccount division invests in shares of a designated investment fund.

Guaranteed PrincipalAccount

In addition to the above mentioned variable investment choices, you may also allocate net premiums tothe GPA. Amounts allocated to the GPA are guaranteed and earn interest daily. Certain restrictionsapply to transfers to and from the GPA.

Flexibility The policy is designed to be flexible to help meet your specific life insurance needs. Within limitations,you can:

‰ choose the timing, amount and frequency of premium payments;‰ change the death benefit option;‰ increase or decrease the policy’s selected face amount (higher selected face amount can result in

higher charges);‰ change the owner or beneficiary;‰ change your investment selections.

Transfers Generally, you may transfer funds among the Separate Account divisions and the GPA. Limitations ontransfers are described in the “Risks of the Policy” table and the “Policy Transactions” section. We alsooffer Dollar Cost Averaging, an automated transfer program.

Surrenders andWithdrawals

You may surrender your policy, and we will pay you its cash surrender value (account value less anysurrender charges and policy debt). You may also withdraw a part of the cash surrender value. Awithdrawal reduces the policy values, may reduce the face amount of the policy and may increase therisk that the policy will terminate. Surrenders and withdrawals may have adverse tax consequences.

Loans You may take a loan on the policy. The policy secures the loan. Taking a loan may have adverse taxconsequences and will increase the risk that your policy may terminate.

Assignability You may generally assign the policy as collateral for a loan or other obligation.

Tax Benefits You are not generally taxed on the policy’s earnings until you withdraw account value from your policy.This is known as tax deferral.

Additional Benefits There are additional benefits you may add to your policy by way of riders. The riders available with thispolicy are listed in the “Other Benefits Available Under the Policy” section. If you elect a rider, anadditional charge will apply.

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Risks of the PolicyInvestment Risks The value of your policy will fluctuate with the performance of the Separate Account divisions you

select. Your variable Separate Account divisions may decline in value or they may not perform to yourexpectations. You bear the investment risk of any account value invested in the Separate Accountdivisions. It is possible you could lose your entire investment.

Suitability Variable life insurance is designed to help meet long-term financial goals. It is not suitable as a vehiclefor short-term savings. You should not purchase the policy if you will need the premium payment in ashort period of time. Short-term investment strategies may be restricted by MML Bay State LifeInsurance Company.

Early Surrender If you surrender your policy, you will be subject to surrender charges during the first 15 policy yearsand during the first 15 years after an increase in the policy’s selected face amount. Surrender charges arealso known as “deferred sales loads.” The surrender charge will reduce the proceeds payable to you. Insome situations, it is possible that there will be little or no value in the policy after the surrender chargesare deducted. An early surrender can also result in adverse tax consequences.

Withdrawals A withdrawal will reduce your policy’s account value by the amount withdrawn, including thewithdrawal fee. If the policy’s account value is reduced to a point where it cannot meet a monthlydeduction, your policy may terminate. A withdrawal may also reduce your policy’s face amount andmay have adverse tax consequences.

Policy Termination Your policy could terminate if the account value of the policy becomes too low to support the policy’smonthly charges or if total policy debt exceeds the account value. Factors that may cause your policy toterminate include: insufficient premium payments, poor investment performance, withdrawals, andunpaid loans or loan interest. Before the policy terminates, however, you will receive a grace periodduring which you will be notified in writing that your coverage may terminate unless you pay additionalpremium.

Limitations on Access toCash Value

Withdrawals were not available during the first policy year.A withdrawal reduces the policy values and may reduce the face amount of the policy.A withdrawal may have adverse tax consequences.We may not allow a withdrawal if it would reduce the selected face amount to less than the policy’sminimum face amount.The minimum withdrawal is $100, including the withdrawal fee, which is the lesser of $25 or 2% of theamount withdrawn.The maximum withdrawal is 75% of the cash surrender value.The maximum loan and withdrawal amounts are generally lower in the policy’s early years. Therefore,there may be little to no cash value available for loans and withdrawals in the policy’s early years.

Limitations on Transfers Transfers from the GPA are generally limited to one per policy year and may not exceed 25% of youraccount value in the GPA (less any policy debt).We reserve the right to reject or restrict transfers if we determine the transfers reflect frequent trading ora market-timing strategy, or we are required to reject or restrict by the applicable fund.

Impact of Loans Taking a loan from your policy may increase the risk that your policy will terminate. It will have apermanent effect on the policy’s cash surrender value and will reduce the death benefit paid. Also,policy termination with an outstanding loan can result in adverse tax consequences.

Adverse Tax Consequences Certain transactions (including, but not limited to, withdrawals, surrenders and loans) may lead to ataxable event. Under certain circumstances (usually if your premium payments in the first seven yearsexceed specified limits), your policy may become a “modified endowment contract” (MEC). Underfederal tax law, loans, collateral assignments, withdrawals, and other pre-death distributions receivedfrom a MEC policy are taxed as income first and recovery of basis second. Also, distributions includiblein income received before you attain age 59 1⁄2 are subject to a 10% penalty tax.

Existing tax laws that benefit this policy may change at any time. Please refer to the “Federal IncomeTax Considerations” section.

Additional Risks The type of investments that a fund company makes will also create risk. A comprehensive discussionof the risks of each of the funds underlying the divisions of the Separate Account may be found in thatfund’s prospectus. You should read the fund’s prospectus carefully before investing.

Policy Charge Increase We have the right to increase certain policy and rider charges; however, the charges will not exceed themaximum charges identified in the fee tables. If we increase a policy or rider charge, you may need toincrease the amount and/or frequency of your premiums to keep your policy in force.

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Fee TablesThe following tables describe the fees and expenses that you will pay during the time you own the policy, and if you surrenderthe policy. A more detailed description of these fees can be found in the “Charges and Deductions” section.

Transaction Fees

This table describes fees and expenses that you will pay at the time you pay premium or take account value out of the policy.

ChargeWhen Chargeis Deducted Amount Deducted

Premium Expense Charge When you pay premium. Maximum: Current:

All Coverage Years4% of each premium

payment

CoverageYears1-2021+

Rates4%0%

SurrenderCharges 1, 2, 3

When you surrender the policyfor its net surrender value.

Charge may also apply at thetime of an elected decrease inface amount.

Maximum:Coverage Years

1 – 15Administrative Surrender Charge

‰ $0 – $5 per $1000of face amount plus

Sales Load Surrender Charge‰ 0% – 26% of premium paid

Coverage Years16+

‰ $0.00

Current:Coverage Years

1 – 15Administrative Surrender Charge

‰ $0 – $5 per $1000of face amount plus

Sales Load Surrender Charge‰ 0% – 26% of premium paid

Coverage Years16+

‰ $0.00

Surrender charge for a 35-year-old male, non-tobaccouser, in the standard riskclassification, with deathbenefit option 1, and a policyface amount of $500,000. 1, 2, 3, 4

When you surrender the policyfor its net surrender value.

Charge may also apply at thetime of an elected decrease inface amount.

First Coverage YearAdministrative Surrender Charge‰ $5.00 per $1000 of face amount

PlusSales Load Surrender Charge

‰ 26% of premium paid

Processing FeesWhen Fee

is Deducted Amount Deducted

Withdrawal Fee When you withdraw a portionof your account value from thepolicy.

Maximum:The lesser of:

$25 per withdrawal or2% of the amount withdrawn

Current:The lesser of:

$25 per withdrawal or2% of the amount withdrawn

Increase in Face AmountCharge

When you increase yourselected face amount.

Maximum:$75

Current:$0

Change from Death BenefitOption 1 to Death BenefitOption 2

When you change from DeathBenefit Option 1.

Maximum:$75

Current:$0

1 For the initial face amount, the rates vary by the insured’s gender, issue age, and year of coverage. For each increase in the face amount, the rates arebased on the age and gender of the insured on the effective date of the increase and the year of coverage. The surrender charge is shown in the policy’sspecifications pages. The rates in this table may not be representative of the charge that a particular policy owner will pay. If you would like information onthe surrender charge rates for your particular situation, you can request a personalized illustration from your registered representative or by calling ourAdministrative Office at 1-800-272-2216.

2 Under certain circumstances, the surrender charge may not apply when exchanging this policy for a qualifying non-variable life insurance policy offered byMassMutual or one of its subsidiaries. Please see “Surrender Charges” in the “Transaction Charges” sub-section under the “Charges and Deductions”section for more information.

3 Surrender charges generally apply for the first 15 years of a segment’s coverage. The administrative surrender charge remains level for years one throughfive and then decreases by 1.6666% each month during years six through ten. The Administrative Surrender Charge is zero in years eleven and beyond.

The sales load surrender charge is a percentage of premiums paid. The percentages remain level for the first ten years, then decrease starting in yeareleven, reaching zero by the end of the fifteenth year.

4 The rates shown for the “representative insured” are first year rates only. The “representative insured” is based on the expected policy ownercharacteristics as the policy was initially marketed.

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Periodic Charges Other than Fund Operating Expenses

This table describes the fees and expenses that you will pay periodically, other than fund operating expenses, during the timethat you own the policy.

ChargeWhen Charge is

Deducted Amount Deducted

Mortality Charge 1 Monthly, on the policy’smonthly charge date.

Maximum Rateper $1000

of Insurance Risk‰ $83.33

Current Range of Ratesper $1000

of Insurance Risk‰ $0.01688 – $63.89

Mortality charge for a 35-year-oldmale, non-tobacco user, in thestandard risk classification, withdeath benefit option 1. 1, 2

Monthly, on the policy’smonthly charge date.

Maximum:‰ $0.1409 per $1000

of Insurance Risk

Current:‰ $0.097 per $1000of Insurance Risk

Additional mortality fees may beassessed for risks associated withcertain health conditions,occupations, aviation, avocationsor driving history (substandardrisks). Note the combination ofinsurance charges and additionalmortality fees, if any, will notexceed $83.33 per $1000 ofinsurance risk or face amount.

Monthly, on the policy’smonthly charge date.

Maximum Rate

‰ $83.33 per $1000 ofInsurance Risk

‰ $83.33 per $1000 of FaceAmount

Current Range of Rates

‰ $0.0042 – $83.33per $1000 of Insurance Risk

‰ $0.08 – $83.33per $1000 of Face Amount

Administrative Charge Monthly, on the policy’smonthly charge date.

Maximum:All Policy Years‰ $9 per policy

Current:All Policy Years‰ $6 per policy

Mortality & Expense Risk Charge Daily Annual Rate‰ 0.90% of the policy’s

average daily net assets inthe Separate Account

Annual Rate‰ 0.55% of the policy’s

average daily net assets inthe Separate Account

Loan Interest Rate ExpenseCharge 3

Reduces the interest we crediton the loaned value. We creditloan interest daily.

All Policy Years‰ 2.00%

of loaned amount

All Policy Years‰ 0.90%

of loaned amount

All of the monthly charges listed in the table above are deducted proportionately from the then current account values in theSeparate Account and the GPA. The mortality and expense charge is deducted from the assets of the Separate Account only.

1 The rates may vary by a number of factors including, but not limited to, the insured’s gender, issue age, risk classification, and year of coverage. The ratesmay not be representative of the charge that a particular policy owner will pay. If you would like information on the rates for your particular situation, youcan request a personalized illustration from your registered representative or by calling our Administrative Office at 1-800-272-2216.

The mortality charge rates reflected in this table are for standard risks; the maximum insurance charges are based on the 1980 Commissioners StandardOrdinary (1980 CSO) Tables. Insurance risk is a liability of the insurance company and is equal to the difference between the death benefit and the accountvalue.

2 The rates shown for the “representative insured” are first year rates only.

3 We charge interest on policy loans, but we also credit interest on the cash value we hold as collateral on policy loans. The Loan Interest Rate ExpenseCharge represents the difference (cost) between the loan interest rate charged and the interest credited on loaned amounts.

Rider and Endorsement Charges

This table describes: (1) charges you will pay at the time you exercise a rider or endorsement and (2) any ongoing chargesassociated with a rider or endorsement.

Rider/EndorsementWhen Charge is

Deducted Amount Deducted

Accelerated Death Benefit Rider 1 When you elect anaccelerated deathbenefit.

Maximum:$250

Current:$150 – $250

Accidental Death Benefit Rider 2

This Rider is no longer issued.Monthly, on thepolicy’s monthly chargedate.

Maximum Range of Rates per$1000 of rider face amount

‰ $0.06591 – $0.12929

Current Range of Rates per$1000 of rider face amount

‰ $0.06591 – $0.12929

Rider charge for a 35-year-old male, non-tobacco user, in the standard risk classification,with death benefit option 1, and a policy faceamount of $500,000. 2, 3

Monthly, on the policy’smonthly charge date.

‰ $0.06591 per $1000 ofrider face amount

Death Benefit Guarantee RiderThis Rider is no longer issued.

Monthly, on thepolicy’s monthly chargedate.

Maximum:‰ $0.01 per $1000 of

Selected Face Amount

Current:‰ $0.01 per $1000 of

Selected Face Amount

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RidersWhen Rider Charge

is Deducted Amount Deducted

Disability Benefit Rider 4, 6, 7 Monthly, on the policy’smonthly charge date.

Maximum Range of Ratesper $1 of Monthly Deduction 4

‰ $0.041 – $0.266Plus

Maximum Range of Rates per$1 of Specified Premium

‰ $0.009 – $0.149

Current Range of Ratesper $1 of Monthly Deduction 4

‰ $0.041 – $0.266Plus

Current Range of Rates per $1of Specified Premium

‰ $0.009 – $0.149

Rider charge for a 35-year-old male,non-tobacco user, in the standard riskclassification, with death benefit option1, and a policy face amount of$500,000. 3, 4, 6, 7

Monthly, on the policy’smonthly charge date.

‰ $0.056 per $1 of Monthly Deduction 4

Plus‰ $0.015 per $1 of Specified Premium

Insurability Protection Rider 5

This Rider is no longer issued.Monthly, on the policy’smonthly charge date.

Maximum Range of Ratesper $1000

of Rider Face Amount‰ $0.043 – $0.179

Current Range of Ratesper $1000

of Rider Face Amount‰ $0.043 – $0.179

Rider charge for a 35-year-old male,non-tobacco user, in the standard riskclassification, with death benefit option1, and a policy face amount of$500,000. 5

Monthly, on the policy’smonthly charge date.

‰ $0.154 per $1000 of rider Face Amount

Right to Exchange InsuredEndorsement

When you elect toexchange the policy for anew policy on asubstitute insured.

Maximum$75

Current$75

Additional mortality fees may beassessed for risks associated withcertain health conditions,occupations, aviation, avocations ordriving history (substandard risks).Note the combination of insurancecharges and additional mortality fees,if any, will not exceed $83.33 per$1000 of insurance risk or faceamount.

Monthly, on the policy’smonthly charge date.

Maximum Rate

‰ $83.33 per $1000 of FaceAmount

Current Range of Rates

‰ $0.0042 – $83.33per $1000 of Face Amount

1 The fee we deduct may vary by state, but will not exceed $250.2 The rates vary by the insured’s attained age.3 The rates shown for the “representative insured” are first year rates only.4 The rates vary by the insured’s gender and attained age. The policy’s “monthly deduction” is the sum of the following current monthly charges:

(a) administrative charge, (b) mortality charge, and (c) any applicable rider charges.5 The rates vary by the insured’s issue age.6 For substandard risks, the rates may be increased by a multiple of 0.5, 1 or 2 times the standard rate shown.7 The rates shown are for standard risks and vary by the insured’s gender and attained age. The rates in this table may not be representative of the charge

that a particular policy owner will pay. If you would like information on the rates for your particular situation, you can request a personalized illustrationfrom your registered representative or by calling our Administrative Office at 1-800-272-2216.

Annual Fund Operating ExpensesWhile you own the policy, if your assets are invested in any of the divisions of the Separate Account, you will be subject to thefees and expenses charged by the fund in which that Separate Account division invests. The table below shows the minimumand maximum total operating expenses charged by any of the funds, expressed as a percentage of average net assets, for theyear ended December 31, 2017 (before any waivers or reimbursements).1 More detail concerning each fund’s fees andexpenses that you may periodically be charged during the time that you own the policy is contained in each fund prospectus.

Charge Minimum Maximum

Total Annual Fund Operating Expenses that are deducted from fund assets, including management fees,distribution, and/or 12b-1 fees, and other expenses.

0.28% 0.86%

1 The fund expenses used to prepare this table were provided to us by the funds. We have not independently verified such information provided to us by fundsthat are not affiliated with us.

The information above describes the fees and expenses you pay related to the policy. For information on compensation wemay receive from the funds and their advisers and sub-advisers, see “Investment Choices – Compensation We Receive fromFunds, Advisers and Sub-Advisers.” For information on compensation we pay to broker-dealers selling the policy, see “OtherInformation – Distribution.”

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Index of Special TermsWe have tried to make this prospectus as readable and understandable for you as possible. By the very nature of the policy,however, certain technical words or terms are unavoidable. We have identified the following as some of these words or terms.The page that is indicated here is where we believe you will find the best explanation for the word or term.

Page

account value 20

Administrative Office 1

attained age 10

cash surrender value 26

free look 4, 12

general investment account 20

good order 10

grace period 21

in force 4, 11

initial selected face amount 12

insurance risk 7, 35

issue date 15

modified endowment contract (MEC) 5, 39

monthly calculation date 35

net investment experience 20

net premium 15

planned premium 13

policy date 15

policy debt 21

policy debt limit 27

policy termination 21

register date 15

selected face amount 12

Separate Account division 5, 17

valuation date 10

7-pay test 40

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The CompanyIn this prospectus, the “Company,” “we,” “us,” and “our” refer to MML Bay State Life Insurance Company (MML Bay State).MML Bay State is a wholly owned stock life insurance subsidiary of C.M. Life Insurance Company (C.M. Life) and anindirect subsidiary of Massachusetts Mutual Life Insurance Company (MassMutual). MML Bay State provides life insuranceand annuities to individuals and group life insurance to institutions. MassMutual and its subsidiaries provide individual andgroup life insurance, disability insurance, individual and group annuities and guaranteed interest contracts to individual andinstitutional customers in all 50 states of the U.S., the District of Columbia and Puerto Rico. Products and services are offeredprimarily through MassMutual’s distribution channels: MassMutual Financial Advisors, Direct to Consumer, InstitutionalSolutions and Workplace Solutions.

MassMutual is a mutual life insurance company domiciled in the Commonwealth of Massachusetts. MML Bay State’s homeoffice is located at 100 Bright Meadow Boulevard, Enfield, Connecticut 06082-1981.

General OverviewThe policy is a life insurance contract between you (the owner) and MML Bay State. In exchange for your premium payments,we agree to pay a death benefit to the beneficiary when the insured dies while the policy is in force.

The policy provides premium payment and death benefit flexibility. It permits you to vary the frequency and amount ofpremium payments and to increase or decrease the policy’s selected face amount. The policy also offers you a choice of twodeath benefit options and you can, within limitations, change your death benefit option. You cannot, however, change fromdeath benefit option 1 to death benefit option 2 after the insured reaches attained age 80. (An insured’s “attained age” is equalto their issue age plus the number of completed policy years.) This flexibility allows you to meet changing insurance needsunder a single life insurance policy. The policy also provides additional amounts payable upon death of the insured throughcertain riders that may be added to your policy with additional charges.

Generally, you are not taxed on policy earnings until you take money out of the policy. This is known as tax deferral.

The policy is called variable life insurance because you can choose to allocate your net premium payments among variousinvestment choices. Your choices include the funds listed in this prospectus and the GPA. Your policy value and the amount ofthe death benefit we pay may vary due to a number of factors including, but not limited to, the investment performance of thefunds you select, the interest we credit on the GPA, and the death benefit option you select.

From time to time you may want to submit a written request for a change of beneficiary, a transfer, or some other action. Wecan only act upon your request if we receive it in “good order.” “Good order” means that all the documents and formsnecessary to process a request are complete and received by us at the location designated by us for the particular transaction(e.g., our Administrative Office; bank lockboxes; our secure website). Contact our Administrative Office to learn whatinformation we require for your request to be in good order. Generally, your request must include the information,documentation, instructions, and/or authorization we need to complete the action without using our own discretion to carry itout. Additionally, some actions may require that you submit your request on our form. We may, in our sole discretion,determine whether any particular transaction request is in good order, and we reserve the right to change or waive any goodorder requirements at any time.

In addition to written requests, we may allow requests by fax, telephone or website. Telephone, fax, or website transactionsmay not always be available. Telephone, fax, and computer systems can experience outages or slowdowns for a variety ofreasons. These outages or slowdowns may prevent or delay our receipt of your request. We may make these additionalmethods available at our discretion. They may be suspended or discontinued at any time without notice. Not all transactiontypes can be requested by fax, telephone or website.

All financial transactions (including premium payments, surrenders, withdrawals, loan related transactions, and transfers)received in good order will be effective on a valuation date. A “valuation date” is any day on which the net asset value of theunits of each division of the Separate Account is determined. Generally, this will be any date on which the New York StockExchange (NYSE), or its successor, is open for trading. Our valuation date ends when the NYSE closes. This is usually at 4:00p.m. Eastern Time. Any financial transaction request (including telephone, fax, and website requests) received after the NYSEcloses is processed as of the next valuation date. Under certain circumstances we may defer payment of certain financial

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transactions. See “When We Pay Death Benefit Proceeds” in the “Death Benefit” section and “Other Policy Rights andLimitations” in the “Other Information” section. Valuation dates do not include days when the NYSE is not open for trading,which generally includes weekends and major U.S. holidays.

When the insured dies, if the policy is in force, we will pay the beneficiary a death benefit. The policy offers a number of deathbenefit payment options.

Your life insurance policy provides coverage while the policy is “in force.” “In force” means that the policy has notterminated. Unless required by state law, this policy does not mature or provide an endowment in a specific policy year assome traditional life insurance policies do. Policies issued in Texas will mature at attained age 100. Any cash surrender valuethe policy has on the maturity date will be paid to the owner.

Owner, Insured, BeneficiaryOwner

The owner is the person who will generally make the choices that determine how the policy operates while it is in force. Youname the owner in the application. However, the owner may be changed while the policy is in force; therefore, the owner is theperson we have listed as such in our records. Generally, the change of owner will take effect as of the date the ownerdesignation form is signed. Each change will be subject to any payment we made or other action we took before receiving theowner designation form in good order. When we use the terms “you” or “your,” in this prospectus, we are referring to theowner.

The sale of your policy to an unrelated investor, sometimes called a viatical or life settlement, typically has transaction coststhat may reduce the value of your estate. Discuss the benefits and risks of selling your life insurance policy with yourregistered representative and estate planner before you enter into a life settlement. Such a sale may also have adverse taxconsequences. Refer to “Sales to Third Parties” in the “Federal Income Tax Considerations” section for more information.

Insured

The insured is the person on whose life the policy is issued. The policy owner must have an insurable interest in the life of theinsured in order for the policy to be valid under state law and for the policy to be considered life insurance for income taxpurposes. If the policy does not comply with the insurable interest requirements of the issue state at the time of issue, thepolicy may be deemed void from the beginning. As a result, the policy would not provide the intended benefits. It is theresponsibility of the policy owner to determine whether proper insurable interest exists at the time of policy issuance.

You named the insured in the application for the policy. We did not issue a policy for an insured who was more than 80 yearsold. Before issuing a policy, we required evidence to determine the insurability of the insured. This usually required a medicalexamination.

Beneficiary

You named a beneficiary in the application to receive any death benefit. Unless an irrevocable beneficiary has been named,you can change the beneficiary at any time before the insured dies by sending a beneficiary designation form in good order toour Administrative Office. The owner must have the consent of an irrevocable beneficiary to change the beneficiary.Generally, the change will take effect as of the date your request is signed. Each change will be subject to any payment wemade or other action we took before receiving the beneficiary designation form in good order.

You may name different classes of beneficiaries, such as primary and secondary. These classes will set the order of payment.There may be more than one beneficiary in a class.

If no beneficiary is living or in existence when the insured dies, we will pay you the death benefit unless the policy statesotherwise. If you are deceased, the death benefit will be paid to your estate.

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Purchasing a PolicyPurchasing a Policy

The policy is no longer offered for sale. Owners may, however, continue to make premium payments under existing policies.To purchase a policy you had to send us a completed application. The minimum “initial selected face amount” of a policy was,and is $50,000. The owner selected, within our limits, the policy’s “selected face amount.” The selected face amount is used todetermine the amount of insurance coverage the policy provides while it is in force. The initial selected face amount is theselected face amount that was in effect on the policy date. It is listed on the first page of your policy.

We determined whether to accept or reject the application for the policy and the insured’s risk classification. Coverage underthe policy generally became effective on the policy’s issue date. However, if we did not receive the first premium and alldocuments necessary to process the premium by the issue date, then coverage began on the date those items were received, ingood order, at our Administrative Office.

Policies generally were issued with rates that vary based on a number of factors including, but not limited to, the gender of theinsured. In some situations, however, we may have issued unisex policies, that is policies whose rates do not vary by thegender of the insured. Policies issued in Massachusetts and Montana are unisex, and policies issued as part of an employeebenefit plan may be unisex. References in this prospectus to sex-distinct policy values are not applicable to unisex policies.

Your Right to Return the Policy

You had the right to examine your policy. If you changed your mind about owning it, generally, you could have cancelled it(free look) within 10 calendar days after you received it, or 10 calendar days after you received a written notice of withdrawalright, or 45 days after you signed Part 1 of your Application, whichever was latest. You may also cancel increases in selectedface amount under the same time limitations.

If you cancelled the policy, we issued you a refund. The free look period and the amount refunded vary. You should refer toyour policy for the refund that applies in your state of issue, however, the following information will give you a generalunderstanding of our refund procedures if you cancelled your policy.

In most states we refunded the policy’s account value less any withdrawals and any policy debt. In certain other states werefunded the premium paid less any withdrawals and policy debt.

To cancel the policy, you had to return it to us at our Administrative Office, to the registered representative who sold thepolicy, or to one of our agency offices.

Replacement of Life Insurance or Annuities

A “replacement” occurs when a new policy or contract is purchased and, in connection with the sale, an existing policy orcontract is surrendered, lapsed, forfeited, assigned to the replacing insurer, otherwise terminated, or used in a financedpurchase. A “financed purchase” occurs when the purchase of a new life insurance policy or annuity contract involves the useof funds obtained from the values of an existing life insurance policy or annuity contract through withdrawal, surrender, orloan.

There are circumstances in which replacing your existing life insurance policy or annuity contract can benefit you. As ageneral rule, however, replacement is not in your best interest. Accordingly, you should make a careful comparison of thecosts and benefits of your existing policy or contract and the proposed policy or contract to determine whether replacement isin your best interest. You should be aware that the person selling you the new policy or contract will generally earn acommission if you buy the new policy or contract through a replacement. Remember that if you replace a policy or contractwith another policy or contract, you might have to pay a surrender charge on the policy or contract surrendered, and there maybe a new surrender charge for the new policy or contract. In addition, other charges may be higher (or lower) and the benefitsmay be different. A new policy will also have a new contestability period which generally provides that the insurancecompany has the right, for a limited time period, to void the policy after it has been in force due to misrepresentation orconcealment by the insured in obtaining the policy.

You should also note that once you have replaced your life insurance policy or annuity contract, you generally cannot reinstateit even if you choose not to accept your new life insurance policy or annuity contract during your free look period. The only

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exception to this rule would be if you live in a state that requires the insurer to reinstate the previously surrendered policy orcontract if the owner chooses to reject their new life insurance policy or annuity contract during the free look period.

If you purchase the policy described in this prospectus in exchange for an existing policy or contract from another company,we may not receive your initial premium payment from the other company for a substantial period of time after we receiveyour signed application.

PremiumsThe planned premium amount you pay is based on a number of factors including, but not limited to:

‰ the selected face amount;‰ the insured’s gender;‰ the insured’s issue age;‰ the insured’s risk classification;‰ policy charges;‰ premium frequency;‰ the death benefit option; and‰ whether or not any riders apply to the policy.

First Premium

Generally, you determined the first premium you wanted to pay for the policy, but it must have been at least equal to theminimum initial premium. The minimum initial premium depended on:

‰ your chosen premium frequency;‰ the policy’s initial selected face amount and death benefit option;‰ the issue age, gender, and risk classification of the insured; and‰ any riders on the policy.

Planned Premiums

When applying for the policy, you selected (within the policy limitations) the planned premium and payment frequency(annual, semiannual, quarterly, or monthly).

We will send premium notices for the planned premium based on the payment frequency in effect. If a planned premiumpayment is not made, the policy will not necessarily terminate. Conversely, making planned premium payments does notnecessarily guarantee the policy will remain in force. To keep the policy in force, it must have sufficient account value. See the“Grace Period and Policy Termination” sub-section under “Policy Termination and Reinstatement” in the “Policy Value”section. We will send a notice of any premium needed to prevent termination of this policy.

To change the amount and frequency of planned premiums, you may contact our Administrative Office.

If you change the frequency of your planned premiums, your policy may be at risk of lapsing because we do not bill forfractional payment periods.

Example:

Your policy anniversary is on January 2 and the planned quarterly premium payments are made. We have been sending abill each quarter for the applicable premium. In June, we receive notification to change the planned premium from quarterlypayments to annual payments. In this situation, we would have sent bills for the first and second quarterly payments of thatyear. After receiving notification, however, we would not send a bill for the last two quarterly payments of that year. Wewill send the next bill on the following policy anniversary date (January 2). If a premium payment is not made between Julyand January 2, your policy may lapse before the next bill is received. For more information on what happens if your policylapses, please read “Policy Termination and Reinstatement” in the “Policy Value” section.

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Subsequent Premium Payments

We will apply your subsequent premium payment on the valuation date that it is received in good order. If we receive yourpayment in good order on a non-valuation date or after the end of a valuation date, we will apply the premium payment on thenext valuation date. If a payment is dishonored by your bank after we have applied the premium payment to your policy, thetransaction will be deemed void and your payment will be reversed.

If mailing a subsequent premium payment, it must be sent to the appropriate lockbox (premium payment processing service).Premium payments sent to an incorrect lockbox will be considered not in good order. We will reroute the payment and apply iton the valuation date when it is determined to be in good order. See below for lockbox address details.

Premium payments for VLS policies issued in all jurisdictions, except New York and Puerto Rico, must be sent to theappropriate address:

Regular Mail:MML Bay State VLSPO Box 75653Chicago, IL 60675-5653

Overnight Mail:MML Bay State VLS350 North Orleans StreetReceipt & Dispatch 8th FloorLockbox 75653Chicago, IL 60654

Premium payments may also be made by wire transfer. For instructions on how to make a premium payment by wire transfer,please call our Administrative Office at 1-800-272-2216.

Premium Payment Plan

For recurring withdrawals from a bank account, you may elect to pay premiums by pre-authorized check. Under thisprocedure, we automatically deduct premium payments each month from a designated bank account. We will not send a billfor these automatic payments. The pre-authorized check service may commence at any time, unless your policy has entered itsgrace period. This service can be discontinued by contacting our Administrative Office.

We must receive notification of account changes at our Administrative Office at least ten business days before the next draft.Withdrawals from the designated bank account may be selected for the 5th or the 20th of the month. If a date is not specified,we will select the 20th of the month and send notice in advance of the first draft. We may discontinue the pre-authorized checkservice for your policy and automatically switch to quarterly billing if:

1. your policy has insufficient value to cover the monthly charges due and the elected premium is below the currentmonthly deductions; or

2. we are unable to obtain the premium payment from the bank account; or3. your policy has exceeded a MEC or premium limitation and we are unable to apply your payment.

Premium Flexibility

After the first premium has been paid, within limits, any amount of premium may be paid at any time while the insured is living.Although you must maintain sufficient account value to keep the policy in force, there is no required schedule of premium payments.

We reserve the right to return any premium payment under $10.

In some cases, applying a subsequent premium payment in a policy year could result in your policy becoming a MEC. We willrefund the portion of the payment that will exceed the MEC limit. In the event that this amount was applied to your policy, nointerest or investment performance will be earned on the portion of the payment that is refunded to you. In the event of arefund of excess premium, no premium notices will be generated until the next policy anniversary.

When we mail the refund, we will give you the option to accept your policy as a MEC. If you want to accept the policy as aMEC, you must complete and sign a MEC Notice and Acknowledgement Form and return it, along with the premiumpayment, to our Administrative Office. The payment will be applied on the valuation date that is on or next follows the datewe receive it, in good order, at our Administrative Office.

You should consult your tax adviser for information on how a MEC may affect your tax situation. For more information onMECs, see the “Federal Income Tax Considerations” section.

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Premium Limitations

The Internal Revenue Code of 1986, as amended (IRC), has limits on the amount of money you may put into a life insurancecontract and still meet the definition of life insurance for tax purposes. The maximum premium you can pay each policy yearis the greatest of:

a. an amount equal to $100 plus double the annual basic premium for the policy;b. the amount of premium paid in the preceding policy year;c. the highest premium payment amount that would not increase the insurance risk, ord. the minimum annual premium under the Death Benefit Guarantee Rider, if included with the policy.

We will refund the portion of any payment that will exceed the maximum premium limit. If we did not refund the excesspremium, the policy may no longer qualify as life insurance under federal tax law. In the event of a refund of excess premium,no premium notices will be generated until the next policy anniversary.

For more information on the test, please read the “Minimum Face Amount” section. Please see “Premium Expense Charge” inthe “Transaction Charges” sub-section of the “Charges and Deductions” section.

How and When Your Premium is Allocated

Net Premium. Net premium is a premium payment received in good order minus the premium expense charge.

Premiums that would cause the policy to be a MEC may not be considered to be in good order, depending on when they arereceived.

The net premium is allocated among the Separate Account divisions and the GPA according to your current instructions on ourNet Premium Allocation Request form.

Net Premium Allocation. When applying for the policy, you indicated how you wanted net premiums allocated among theSeparate Account divisions and the GPA. Net premium allocations must be whole-number percentages that add up to 100%.

You may change your net premium allocation at any time by sending a Net Premium Allocation Request form to us at ourAdministrative Office. You may also change your net premium allocation by telephone or fax transmission, subject to certainrestrictions. Please note that telephone or fax transactions may not always be available. Telephone, fax, and computer systemscan experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receiptof your request. To help protect against unauthorized or fraudulent instructions, we will take reasonable steps to confirm thatinstructions given to us are genuine. We may record all telephone conversations.

A request to change your net premium allocation will become effective on the valuation date we receive your request, in goodorder, at our Administrative Office. If we receive your request in good order on a non-valuation date or after the end of avaluation date, the change will become effective on the next valuation date.

When Net Premium is Allocated. The policy date, issue date, and register date of your policy may affect the allocation ofyour net premiums. This, in turn, can affect the investment earnings and interest credited on your policy account value.

The “issue date” is the date we actually issued the policy. The “policy date” normally is the same date as the issue date.However, you may have requested in your application that we set the policy date to be a specific date earlier than the issuedate. In this case, monthly charges were deducted as of the requested policy date. These deductions covered a period of timeduring which the policy was not in effect.

The “register date” is the first date premiums were allocated. It is the valuation date that was on the latest of:

a. the policy date;b. the day we received your completed Part 1 of the application for the policy, orc. the day we received the first premium payment in good order.

We apply subsequent premium payments that are received on or after the register date, on the valuation date we receive themin good order. Subsequent premium payments will be applied in accordance with your premium allocation instructions.

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Cash Flow Diagram

The following diagram provides an overview of how premium payments flow through your policy and where deductions forfees and expenses are taken. The shaded boxes indicate fees and expenses you pay directly or indirectly under your policy.Refer to the “Charges and Deductions” section for more information.

You make a premium payment

Guaranteed PrincipalAccount

Monthly deductions:• insurance charge• administrative charge• face amount charge• rider charges

Withdrawals Loans Surrender

asset charge

The fund deducts advisoryfees and other fund

expenses from the fund’s assets

Investment earnings or losses

are credited/debited

Paid to

Variable InvestmentOptions

Premium expensecharge deducted

Interest credited

Account Value

Less a processing fee

We deduct an

Loan interest rate expense

charge1

Less surrender charge & any

policy debt

policy owner

You decide the net premium allocation

1 We charge interest on policy loans, but we also credit interest on the cash value we hold as collateral on policy loans. The Loan Interest Rate ExpenseCharge represents the difference (cost) between the loan interest rate charged and the interest credited on loaned amounts.

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Investment ChoicesThe Separate Account

The part of your premium that you invest in your policy’s Separate Account divisions is held in an account that is separatefrom the general assets of the Company. This account is called the MML Bay State Variable Life Separate Account I. In thisprospectus we will refer to it simply as the “Separate Account.” The Company owns the assets in the Separate Account.

We established the Separate Account on June 9, 1982, according to the laws of the State of Connecticut. We registered it withthe SEC as a unit investment trust under the Investment Company Act of 1940 (1940 Act).

The Separate Account exists to keep your life insurance assets separate from our other Company assets. As such, any income,gains, or losses credited to, or charged against, the Separate Account reflect only the Separate Account’s own investmentexperience. At no time will the Separate Account reflect the investment experience of the Company’s other assets.

We may not use the assets in the Separate Account to pay any liabilities of the Company other than those arising from the VLSpolicies. We may, however, transfer to our general investment account any assets that exceed anticipated obligations of theSeparate Account. We are required to pay, from our general assets, if necessary, all amounts promised under the VLS policies.

We have established a segment within the Separate Account to receive and invest premium payments for the VLS policies.Currently, the VLS segment is divided into 13 Separate Account divisions, subject to state availability. Each Separate Accountdivision purchases shares in a corresponding fund. The underlying funds are listed in the next section.

Some of the underlying funds offered are similar to mutual funds offered in the retail marketplace. They may have the sameinvestment objectives and portfolio managers as the retail funds. The funds offered in the VLS policy, however, are set upexclusively for variable annuity and variable life insurance products. Their shares are not offered for sale to the generalpublic, and their performance results will differ from the performance of the retail funds.

Policy owners do not invest directly into the underlying funds. Instead, as shown in the example below, they invest in theSeparate Account divisions which then purchase shares of the corresponding underlying fund. The Separate Account owns thefund shares; the Company owns the Separate Account.

Fund A

Fund B

Fund E

Fund D

Fund C

SEPARATE ACCOUNTSeparate Account

Divisions

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Underlying Funds

We do not recommend or endorse any particular fund and we do not provide investment advice. You are responsible forchoosing the funds, and the amounts allocated to each, that are appropriate for your own individual circumstances and yourinvestment goals, financial situation, and risk tolerance. Since investment risk is borne by you, decisions regarding investmentallocations should be carefully considered. In making your investment selections, we encourage you to thoroughly investigateall of the information regarding the funds that is available to you, including each fund’s prospectus, statement of additionalinformation, and annual and semiannual reports. After you select funds for your initial premium, you should monitor andperiodically re-evaluate your allocations to determine if they are still appropriate.

You bear the risk of any decline in your policy account value resulting from the performance of the funds you have chosen.

Following is a table listing the investment funds in which the divisions of the Separate Account invest, information on eachfund’s adviser and sub-adviser, if applicable, as well as the type of fund being offered. More detailed information concerningthe funds and their investment objectives, strategies, policies, risks and expenses is contained in each fund’s prospectuses. Youshould read the information contained in the fund prospectuses carefully. Each year while you own the policy, we will sendyou the current fund prospectuses and/or summary prospectuses. You may also visit our website (www.massmutual.com) toaccess this prospectus, the current fund prospectuses and summary prospectuses, or contact our Administrative Office torequest copies. There can be no assurance that any of the funds will achieve its stated objective(s). For example, duringextended periods of low interest rates, and partly as a result of insurance charges, the yield on the money market investmentfund may become extremely low and possibly negative.

FundType

Investment Funds in Which the SeparateAccount Divisions Purchase Shares Investment Fund’s Adviser and Sub-Adviser

Money Market

MML U.S. Government Money Market Fund(Initial Class) 1

Adviser: MML Investment Advisers, LLC

Sub-Adviser: Barings LLC

Fixed Income

MML Managed Bond Fund (Initial Class) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Barings LLC

Oppenheimer Global Strategic Income Fund/VA(Non-Service)

Adviser: OFI Global Asset Management, Inc.

Sub-Adviser: OppenheimerFunds, Inc.

Balanced

MML Blend Fund (Initial Class) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Barings LLC

Large Cap Value

American Century VP Income & Growth Fund(Class I)

Adviser: American Century Investment Management, Inc.

Sub-Adviser: N/A

MML Equity Fund (Initial Class) Adviser: MML Investment Advisers, LLC

Sub-Advisers: OppenheimerFunds, Inc. andBrandywine Global Investment Management, LLC

Large Cap Blend

Fidelity® VIP Contrafund® Portfolio (Initial Class) Adviser: Fidelity Management & Research Company

Sub-Adviser: FMR Co., Inc.

MML Equity Index Fund (Class II) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Northern Trust Investments, Inc.

Large Cap Growth

Oppenheimer Capital Appreciation Fund/VA(Non-Service)

Adviser: OFI Global Asset Management, Inc.

Sub-Adviser: OppenheimerFunds, Inc.

Small/Mid Cap Blend

MML Small Cap Equity Fund (Initial Class) Adviser: MML Investment Advisers, LLC

Sub-Adviser: OppenheimerFunds, Inc.

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FundType

Investment Funds in Which the SeparateAccount Divisions Purchase Shares Investment Fund’s Adviser and Sub-Adviser

Small/Mid Cap Growth

Oppenheimer Discovery Mid Cap Growth Fund/VA(Non-Service)

Adviser: OFI Global Asset Management, Inc.

Sub-Adviser: OppenheimerFunds, Inc.

T. Rowe Price Mid-Cap Growth Portfolio Adviser: T. Rowe Price Associates, Inc.

Sub-Adviser: N/A

International/Global

Oppenheimer Global Fund/VA (Non-Service) Adviser: OFI Global Asset Management, Inc.

Sub-Adviser: OppenheimerFunds, Inc.

1 You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee itwill do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Thefund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support tothe fund at any time. The yield of this fund may become very low during periods of low interest rates. After deduction of Separate Account charges, the yieldin the division that invests in this fund could be negative.

Addition, Removal, Closure, or Substitution of Funds. We do not guarantee that each fund will always be available forinvestment through the policy. We have the right to change the funds offered through the policy, but only as permitted by law.If the law requires, we will also get your approval and the approval of any appropriate regulatory authorities. Changes mayonly impact certain policy owners. Examples of possible changes include: adding new funds or fund classes, removing existingfunds or fund classes, closing existing funds or fund classes, or substituting a fund with a different fund. New or substitutefunds may have different fees and expenses. We will not add, remove, close, or substitute any shares attributable to yourinterest in a division of the Separate Account without notice to you and prior approval of the SEC, to the extent required byapplicable law. We may also decide to purchase for the Separate Account securities from other funds. We reserve the right totransfer Separate Account assets to another separate account that we determine to be associated with the class of policies towhich your policy belongs.

Conflicts of Interest. The funds available with this policy may also be available to registered separate accounts offeringvariable annuity and variable life products of other affiliated and unaffiliated insurance companies, as well as to the SeparateAccount and other separate accounts of MassMutual. Although we do not anticipate any disadvantages to this, it is possiblethat a material conflict may arise between the interests of the Separate Account and one or more of the other separate accountsparticipating in the funds. A conflict may occur, for example, as a result of a change in law affecting the operations of variablelife and variable annuity separate accounts, differences in the voting instructions of the owners and payees and those of otherinsurance companies, or some other reason. In the event of a conflict of interest, we will take steps necessary to protect ownersand payees, including withdrawing the Separate Account from participation in the funds involved in the conflict or substitutingshares of other funds.

Compensation We Receive from Funds, Advisers and Sub-AdvisersCompensation We Receive from Funds. We and certain of our affiliates receive compensation from certain funds pursuantto Rule 12b-1 under the 1940 Act. This compensation is paid out of a fund’s assets and may be as much as 0.25% of theaverage net assets of an underlying fund that are attributable to the variable annuity and variable life insurance products issuedby us and our affiliates that offer the particular fund (MassMutual’s variable contracts). An investment in a fund with a 12b-1fee will increase the cost of your investment in this policy.

Compensation We Receive from Advisers and Sub-Advisers. We and certain of our insurance affiliates also receivecompensation from the advisers and sub-advisers to some of the funds. We may use this compensation to pay expenses that weincur in promoting, issuing, distributing and administering the policy, and providing services on behalf of the funds in our roleas intermediary to the funds. The amount of this compensation is determined by multiplying a specified annual percentage rateby the average net assets held in that fund that are attributable to MassMutual’s variable contracts. These percentage ratesdiffer, but currently do not exceed 0.25%. Some advisers and sub-advisers pay us more than others; some advisers andsub-advisers do not pay us any such compensation.

The compensation may not be reflected in a fund’s expenses because this compensation may not be paid directly out of a fund’sassets. These payments also may be derived, in whole or in part, from the advisory fee deducted from fund assets. Policy owners,through their indirect investment in the funds, bear the costs of these advisory fees (see the funds’ prospectuses for moreinformation).

In addition, we may receive fixed dollar payments from the advisers and sub-advisers to certain funds so that the adviser andsub-adviser can participate in sales meetings conducted by MassMutual. Attending such meetings provides advisers andsub-advisers with opportunities to discuss and promote their funds.

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For a list of the funds whose advisers currently pay such compensation, visithttps://www.massmutual.com/privacy-policy/compensation-arrangements or call our Administrative Office at the numbershown on page 1 of this prospectus.

Compensation and Fund Selection. When selecting the funds that will be available with MassMutual’s variable contracts,we consider each fund’s investment strategy, asset class, manager’s reputation, and performance. We also consider the amountof compensation that we receive from the funds, their advisers, sub-advisers, or their distributors. The compensation that wereceive may be significant and we may profit from this compensation. Additionally, we offer certain funds through the policyat least in part because they are managed by an affiliate.

The Guaranteed Principal Account

Net Premium and account value allocated to the guaranteed principal account (GPA) become part of the general investmentaccount of the Company, which supports life insurance and annuity obligations. Subject to applicable law, the Company hassole discretion over the assets in its general investment account.

The general investment account has not been registered under the Securities Act of 1933 (1933 Act) or the 1940 Act becauseof exemptive and exclusionary provisions. Accordingly, neither the general investment account nor any interests therein aregenerally subject to the provisions of the 1933 Act or the 1940 Act. Disclosures regarding the GPA or the general investmentaccount, however, are subject to certain generally applicable provisions of the federal securities laws relating to the accuracyand completeness of statements made in this prospectus. For more information about our general investment account, see the“Our Ability to Make Payments Under the Policy” section.

You do not participate in the investment performance of the assets in our general investment account. Instead, we guaranteethat amounts allocated to the GPA, in excess of policy debt, will earn interest at a minimum rate of 3% per year. We maycredit a higher rate of interest at our discretion. The interest rate is declared monthly and becomes effective on the first of eachcalendar month. You bear the risk that no higher rates of interest will be credited.

For amounts in the GPA equal to any policy debt, the guaranteed minimum interest rate per year is the greater of:

a. 3%; orb. the policy loan rate less the maximum loan interest rate expense charge.

Policy ValueHow the Value of Your Policy is Calculated

The value of your policy is called its “account value.” The account value has two components:

1. the variable account value; and2. the fixed account value.

We will calculate your policy value on each valuation date.

Variable Account Value. Transactions in your Separate Account divisions are all reflected through the purchase and sale of“accumulation units.” For instance, before we invest your net premium payment in a Separate Account division, we convertyour net premium payment into accumulation units and then purchase an appropriate number of shares in the designated fund.

The variable account value is the sum of your values in each of the Separate Account divisions. It reflects:

‰ net premiums allocated to the Separate Account;‰ transfers to the Separate Account from the GPA;‰ transfers and withdrawals from the Separate Account;‰ fees and charges deducted from the Separate Account; and‰ the net investment experience of the Separate Account.

Net Investment ExperienceThe net investment experience of the variable account value is reflected in the value of the accumulation units.

Every valuation date we determine the value of an accumulation unit for each of the Separate Account divisions. Changes inthe accumulation unit value reflect the investment performance of the fund as well as deductions for the mortality and expenserisk charge, and fund expenses.

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The value of an accumulation unit may go up or down from valuation date to valuation date.

When you make a premium payment, we credit your policy with accumulation units. We determine the number ofaccumulation units to credit by dividing the amount of the net premium payment allocated to a Separate Account division bythe unit value for that Separate Account division. When you make a withdrawal, we deduct accumulation units representingthe withdrawal amount from your policy. We deduct accumulation units for insurance and other policy charges.

We calculate the value of an accumulation unit for each Separate Account division at the end of each valuation date. Anychange in the accumulation unit value will be reflected in your policy’s account value.

Fixed Account Value. The fixed account value is the accumulation of:

‰ net premiums allocated to the GPA; plus‰ amounts transferred into the GPA; minus‰ amounts transferred or withdrawn from the GPA; minus‰ fees and charges deducted from the GPA; plus‰ interest credited to the GPA.

Interest on the Fixed Account ValueThe fixed account value earns interest at an effective annual rate, credited daily.

For the part of the fixed account value equal to any policy loan, the daily rate we use is the daily equivalent of:

‰ the annual credited loan interest rate minus the current loan interest rate expense charge; or‰ 3%, if greater.

With each financial transaction (e.g., premium payment, monthly charges, etc.) processed for your policy, the interest earnedon any outstanding loan is credited to the GPA.

For the part of the fixed account value in excess of any policy loan, the daily rate we use is the daily equivalent of:

‰ the current interest rate we declare; or‰ the guaranteed interest rate of 3%, if greater.

The current interest rate may change as often as monthly and becomes effective on the first of each calendar month.

Policy Termination and Reinstatement

The policy will not terminate simply because you do not make planned premium payments. In addition, making plannedpremium payments will not guarantee that the policy will remain in force (for example, if the investment experience of theunderlying funds has been unfavorable, your cash surrender value may decrease even if you make periodic premiumpayments). If the policy does terminate, you may be permitted to reinstate it.

Policy termination could have adverse tax consequences for you. To avoid policy termination and potential tax consequencesin these situations, you may need to make substantial premium payments or loan repayments to keep your policy in force. Formore information on the effect of policy termination, refer to the “Federal Income Tax Considerations” section.

Grace Period and Policy Termination. The policy may terminate without value if its account value (less policy debt whichincludes accrued interest) on a monthly calculation date cannot cover the monthly charges due. We refer to all outstandingloans plus accrued interest as “policy debt.” Before your policy terminates, we allow a “grace period” during which you canpay the amount of premium needed to increase the account value so that the monthly charges can be paid. We will mail you anotice stating this amount.

The grace period begins on the date the monthly charges are due. It ends 61 days after the date we mail you the notice.

During the grace period, the policy will stay in force; however, policy transactions (as described below) cannot be processed.If the insured dies during this period and the necessary premium has not been paid, we will pay the death benefit proceeds,reduced by the amount of the unpaid monthly charges and any policy debt.

If we do not receive the required payment by the end of the grace period, the policy will terminate without value at the end ofthe grace period.

The Company’s mailing of a policy termination or a lapse notice to you constitutes sufficient notice of cancellation ofcoverage.

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Reinstating Your Policy. If your policy terminates, you may be able to reinstate it. You may not, however, reinstate yourpolicy if:

‰ you surrendered it (unless required by law); or‰ five years have passed since it terminated.

To reinstate your policy, we will need:

1. a written application to reinstate;2. evidence, satisfactory to us, that the insured is still insurable;3. a premium payment sufficient to keep the policy in force for three months after reinstatement. The minimum amount of

this premium payment will be quoted on request; and4. a MEC Notice and Acknowledgement form, if the reinstated policy would be a MEC (see “Policy After You Reinstate”

below, and the “Federal Income Tax Considerations” section).

We will not apply the required premium for reinstatement to an investment option until we have approved your reinstatementapplication.

The policy will be reinstated after your application has been approved by us and the required premium is received in goodorder at our Administrative Office. The reinstatement date will be the valuation date on or immediately following the date wedetermine the application and payment to be in good order. We will assess monthly charges due to us upon reinstatement ofyour policy as of the reinstatement date.

Policy After You Reinstate. If you reinstate your policy, the selected face amount will be the same as it was when the policyterminated. Your account value at reinstatement will be:

‰ the premium paid to reinstate your policy, minus‰ the premium expense charge, minus‰ applicable monthly charges due.

Additionally, if the policy lapsed during a period when a surrender charge applied, surrender charges equal to the amount andperiod applicable when the policy lapsed will apply to the reinstated policy.

We do not reinstate policy debt.

If you reinstate your policy, it may become a MEC under current federal tax law. Please consult your tax adviser. Moreinformation on MECs is included in the “Federal Income Tax Considerations” section.

Reinstatement will not reverse any adverse tax consequences caused by policy termination unless it occurs within 90 days ofthe end of the grace period. In no situation, however, can adverse tax consequences that are a result of policy debt be reversed.

Policy TransactionsWhile your policy is in force, you may generally transfer funds among the Separate Account divisions and to or from the GPA.You may also borrow against, make withdrawals from, or surrender the policy. However, these transactions, which arediscussed more fully below, cannot be processed during a grace period. You must pay any premium due before subsequentfinancial transaction requests can be processed.

All transaction requests must be submitted in good order to our Administrative Office. In addition to written requests, we mayallow requests by telephone, fax, or website. Telephone, fax, or website transactions may not always be available. Telephone,fax, and computer systems can experience outages or slowdowns for a variety of reasons. These outages or slowdowns mayprevent or delay our receipt of your request. We may make these additional methods available at our discretion. They may besuspended or discontinued at any time without notice. Not all transaction types can be requested by telephone, fax, or website.

TransfersYou may generally transfer all or part of a Separate Account division’s account value to any other Separate Account division orthe GPA by indicating the dollar amount or the percentage (in whole numbers) you wish to transfer. Transfers are effective as ofthe valuation date we receive your request in good order at our Administrative Office. If we receive your request in good order ona non-valuation date or after the end of a valuation date, your transfer request will be effective as of the next valuation date.

We do not charge for transfers.

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You can submit transfer requests by sending us a written request on our transfer request form. You may also submit transferrequests by telephone, or by other means we authorize, subject to certain restrictions. To help protect against unauthorized orfraudulent instructions, we will take reasonable steps to confirm that instructions given to us are genuine. We may record alltelephone conversations.

Generally, there is no limit on the number of transfers you may make among the Separate Account divisions. However, asdiscussed more fully in the section below, we may terminate, limit, or modify your ability to make such transfers due tofrequent trading or market timing activity.

We limit transfers from the GPA to the Separate Account divisions to one each policy year. You may not transfer more than25% of the fixed account value (less any policy debt) at the time of transfer. There is one exception to this rule. If:

‰ you have transferred 25% of the fixed account value (less any policy debt) each year for three consecutive policy years;and

‰ you have not added any net premiums or transferred amounts to the GPA during these three years,

then you may transfer the remainder of the fixed account value (less any policy debt) out of the GPA in the succeeding policy year.

Limits on Frequent Trading and Market Timing Activity

This policy and its investment choices are not designed to serve as vehicles for what we have determined to be frequent tradingor market timing trading activity. We consider these activities to be abusive trading practices that can disrupt the managementof a fund in the following ways:

‰ by requiring the fund to keep more of its assets liquid rather than investing them for long-term growth, resulting in lostinvestment opportunity; and

‰ by causing unplanned portfolio turnover.

These disruptions, in turn, can result in increased expenses and can have an adverse effect on fund performance that could impactall owners and beneficiaries under the policy, including long-term owners who do not engage in these activities. Therefore, wediscourage frequent trading and market timing trading activity and will not accommodate frequent transfers among the funds.Organizations and individuals that intend to trade frequently and/or use market timing investment strategies should not purchasethis policy. We have adopted policies and procedures to help us identify those individuals or entities that we determine may beengaging in frequent trading and/or market timing trading activities. We monitor trading activity to uniformly enforce thoseprocedures. However, those who engage in such activities may employ a variety of techniques to avoid detection. Our ability todetect frequent trading or market timing may be limited by operational or technological systems, as well as by our ability to predictstrategies employed by policy owners (or those acting on their behalf) to avoid detection. Therefore, despite our efforts to preventfrequent trading and the market timing of funds among the divisions of the Separate Account, there can be no assurance that wewill be able to identify all those who trade frequently or those who employ a market timing strategy (or any intermediaries actingon behalf of such persons), and curtail their trading in every instance. Moreover, our ability to discourage and restrict frequenttrading or market timing may be limited by decisions of state regulatory bodies and court orders that we cannot predict. Inaddition, some of the funds are available with variable products issued by other insurance companies. We do not know theeffectiveness of the policies and procedures used by these other insurance companies to detect frequent trading and/or markettiming. As a result of these factors, the funds may reflect lower performance and higher expenses across all policies as a result ofundetected abusive trading practices. If we, or the investment adviser to any of the funds available with this contract, determinethat an owner’s transfer patterns reflect frequent trading or employment of a market timing strategy, we will allow the owner tosubmit transfer requests by regular mail only. We will not accept the owner’s transfer request if submitted by overnight mail, fax,the telephone, our website, or any other type of electronic medium. Additionally, we may reject any single trade that we determineto be abusive or harmful to the fund.

Orders for the purchase of fund shares may be subject to acceptance by the fund. Therefore, we reserve the right to reject,without prior notice, any fund transfer request if the investment in the fund is not accepted for any reason. In addition, fundsmay assess a redemption fee (which we reserve the right to collect) on shares held for a relatively short period. Theprospectuses for the funds describe the funds’ frequent trading or market timing policies and procedures, which may be moreor less restrictive than the policies and procedures we have adopted. We have entered into a written agreement, as required bySEC regulation, with each fund or its principal underwriter that obligates us to provide to the fund promptly upon requestcertain information about the trading activity of individual policy owners, and to execute instructions from the fund to restrictor prohibit further purchases or transfers by specific policy owners who violate the frequent trading or market timing policiesestablished by the fund. Policy owners and other persons with interests in the policies should be aware that the purchase andredemption orders received by the funds generally are “omnibus” orders from intermediaries, such as retirement plans orseparate accounts funding variable insurance contracts. The omnibus orders reflect the aggregation and netting of multiple

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orders from individual owners of variable contracts and/or individual retirement plan participants. The omnibus nature of theseorders may limit the funds in their ability to apply their frequent trading or market timing policies and procedures. It may alsorequire us to restrict or prohibit further purchases or transfers as requested by a fund on all policies owned by a policy ownerwhose trading activity under one variable contract has violated a fund’s frequent trading or market timing policy. If a fundbelieves that an omnibus order reflects one or more transfer requests from policy owners engaged in frequent trading or markettiming activity, the fund may reject the entire omnibus order.

We will notify you in writing if we reject a transfer or if we implement a restriction due to frequent trading or the use of markettiming investment strategies. If we do not accept a transfer request, no change will be made to your allocations per that request.We will then allow you to resubmit the rejected transfer by regular mail only. Additionally, we may in the future take any of thefollowing restrictive actions that are designed to prevent the employment of a frequent trading or market timing strategy:

‰ not accept transfer instructions from an owner or other person authorized to conduct a transfer;‰ limit the number of transfer requests that can be made during a policy year; and‰ require the value transferred into a fund to remain in that fund for a particular period of time before it can be

transferred out of the fund.

We will apply any restrictive action we take uniformly to all owners we believe are employing a frequent trading or markettiming strategy. These restrictive actions may not work to deter frequent trading or market timing activity. We reserve the rightto revise our procedures for detecting frequent trading and/or market timing at any time without prior notice if we determine itis necessary to do so in order to better detect frequent trading and/or market timing, to comply with state or federal regulatoryrequirements, or to impose different restrictions on frequent traders and/or market timers. If we modify our procedures, wewill apply the new procedure uniformly to all owners.

Dollar Cost Averaging Program

The Dollar Cost Averaging (DCA) Program is an automated transfer program that provides scheduled transfers of a set amountfrom a selected division to any other Separate Account division(s) or the GPA.

DCA will not assure you of a profit and will not protect you against a loss in declining markets. Since our DCA Programanticipates continued investment during periods of fluctuating prices, you should consider your ability to assume the financialrisks of continued DCA through periods of fluctuating price levels.

Initially, a minimum of $5000 of account value is placed in one division of the Separate Account. Then, over a stipulatedperiod of time and at a preset frequency, a specified amount of account value is transferred from that Separate Accountdivision and allocated to other Separate Account divisions or to the GPA. The minimum transfer amount for the DCA Programis $50. However, account value held in the GPA cannot be transferred out of the GPA through the DCA Program.

Since the same, specified dollar amount is transferred to each Separate Account division at a preset frequency, moreaccumulation units are purchased when prices are low than when prices are high. Therefore, a lower average cost per unit maybe achievable than through a lump-sum purchase of units or through non-level purchases of units.

If, on a specified DCA transfer date, however, the division from which amounts are being transferred is less than the specifiedtransfer amount, the remaining value in that Separate Account division will be transferred on a pro rata basis to the designateddivisions and the GPA. The DCA will then automatically terminate, and future DCA transfers will not occur. You must submitanother DCA request to restart the DCA Program.

To elect DCA, complete our Dollar Cost Averaging request form and send it to us for processing.

We may at any time modify, suspend, or terminate the DCA Program without prior notification. We do not charge you toparticipate in the DCA Program.

Withdrawals

After the first policy year, you may withdraw up to 75% of the current cash surrender value. The minimum amount you canwithdraw is $100, including the withdrawal fee. The withdrawal fee will be 2% of the requested withdrawal amount or $25.00,whichever is less. We do not charge a surrender charge for a withdrawal.

You can make a withdrawal by sending us a written request in good order on our partial withdrawal request form.

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You must state in your request form the dollar amount and corresponding Separate Account division(s) from which you wantthe withdrawal made. If you choose to withdraw an amount from the GPA, it may not exceed the non-loaned account value inthe GPA. If you request a maximum partial withdrawal, the amount of the withdrawal will be deducted proportionately fromthe available Separate Account divisions and the non-loaned account value in the GPA.

A withdrawal will reduce your policy’s account value by the amount withdrawn, including the withdrawal fee. If the policy’saccount value is reduced to a point where it cannot meet a monthly deduction, your policy may terminate. A withdrawal mayalso reduce your policy’s face amount and may have adverse tax consequences. These tax consequences are discussed in the“Federal Income Tax Considerations” section.

Example:

Assume Death Benefit Option 1 is in effect and prior to the withdrawal the policy has a face amount of $50,000 and anaccount value of $20,000. If you make a withdrawal of $5,000, the account value will be reduced to $15,000 and the faceamount will be reduced to $45,000. The withdrawal payment will be $4,975 ($5,000 minus a $25 withdrawal fee).

If a policy’s selected face amount is decreased because of a withdrawal, surrender charges will not apply. We may reduce theselected face amount of your policy unless you have chosen death benefit option 2 or we receive evidence of insurabilitysatisfactory to us. The amount of the reduction will be the amount of the withdrawal, including the withdrawal fee.

There is one exception:

If the death benefit provided by the death benefit option immediately before the withdrawal is equal to the minimum faceamount, either the face amount reduction will be limited or we will not reduce the face amount.

We will not reduce the selected face amount if the death benefit immediately after the withdrawal would be the newminimum face amount (based on the reduced account value). Otherwise, the selected face amount reduction will be basedon a formula.

The formula considers the smallest withdrawal amount that would bring the minimum face amount below the deathbenefit provided by the death benefit option. The formula reduces the selected face amount by the excess of the requestedwithdrawal amount over this smallest withdrawal amount. (Minimum face amount, death benefit, and death benefit optionare explained in the “Death Benefit” section.)

We may not allow a withdrawal if it would result in a reduction of the selected face amount to less than $25,000.

Withdrawal requests where evidence of insurability is not required will be effective on the valuation date we receive thewritten request or fax in good order at our Administrative Office. Withdrawal requests where evidence of insurability isrequired will be effective on the valuation date we approve the evidence of insurability application provided that the remainderof the withdrawal request is in good order on that date. Withdrawal requests determined to be in good order on a non-valuationdate or after the end of a valuation date, will be effective as of the next valuation date.

If a withdrawal would cause the policy to become a MEC, a MEC Notice and Acknowledgement Form will be required beforethe withdrawal will be processed. For more information on MECs, see the “Federal Income Tax Considerations” section.

We will pay any withdrawal amounts within seven calendar days of the withdrawal effective date unless we are required tosuspend or postpone withdrawal payments. Please refer to “Other Policy Rights and Limitations” in the “Other Information”section for more information.

Surrenders

You may surrender your policy to us at any time while the policy is in force. We will pay you its cash surrender value. Tosurrender your policy you must send us a completed surrender form and any other forms we may require.

The surrender will be effective on the valuation date we receive all required, fully completed forms in good order at ourAdministrative Office. If the surrender involves an exchange or transfer of assets to a policy issued by another financialinstitution or insurance company (not MassMutual or any of its subsidiaries), we also will require a completed absoluteassignment form and any state mandated replacement paperwork. If we receive your request in good order on a non-valuationdate or after the end of a valuation date, your surrender request will be effective as of the next valuation date.

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We will pay any surrender amounts within seven calendar days of the surrender effective date, unless we are required tosuspend or postpone surrender payments. Please refer to “Other Policy Rights and Limitations” in the “Other Information”section for more information.

The policy terminates as of the effective date of the surrender and cannot be reinstated, unless required by law. Surrenderingthe policy may result in adverse tax consequences. These tax consequences are discussed in the “Federal Income TaxConsiderations” section.

Subject to product and state availability, an endorsement to your variable life insurance policy may have been available. Theendorsement allows the Company to waive surrender charges, under certain circumstances, if a policy owner wishes toexchange their policy for a qualifying non-variable life insurance policy offered by MassMutual or one of its subsidiaries. Wehave the right to modify, suspend, or terminate any replacement program at any time without prior notification.

It may not be in your best interest to surrender an existing life insurance policy in connection with the purchase of a new lifeinsurance policy.

For more information, please contact your registered representative or call our Administrative Office.

Cash Surrender Value. The cash surrender value of the policy is equal to:

‰ the account value; minus‰ any surrender charges that apply; and minus‰ any policy debt.

Loans

We allowed loans after the first policy year. You may take a loan from the policy once the account value exceeds the total ofany surrender charges. You must assign the policy to us as collateral for the loan.

We charge interest on policy loans that is added to the policy debt. We refer to all outstanding loans plus accrued interest as“policy debt.” You may repay all or part of your policy debt but you are not required to do so.

The maximum loan amount allowed at any time is calculated as follows:

(1) we subtract from the account value any surrender charges that would apply if the policy were surrendered on thatdate;

(2) we calculate 90% of the amount determined in (1) above; and(3) we subtract any policy debt from the amount determined in (2) above. The result is the maximum amount that can be

borrowed.

Taking a loan from your policy has several risks:

‰ it may increase the risk that your policy will terminate;‰ it will have a permanent effect on your policy’s cash surrender value;‰ it may increase the amount of premium needed to keep the policy in force;‰ it will reduce the death proceeds; and‰ it has potential adverse tax consequences.

The risks that can result from taking a loan may be reduced if you repay the policy debt. The tax consequences of loans arediscussed in the “Federal Income Tax Considerations” section.

Requesting a Loan. You may take a loan by completing a loan request form and sending it to our Administrative Office, orby other means we authorize, subject to certain restrictions. You must assign the policy to us as collateral for the loan.

Once we have processed the loan request and deducted the proportionate amounts from the Separate Account divisions and/orthe GPA, we consider the loan effective and outstanding. If, after we process the loan request, you decide not to cash thecheck, you may submit a written request to our Administrative Office to repay the loan amount. The loan repayment will beeffective on the valuation date the written request is received in good order at our Administrative Office. Loan interest beginsto accrue as soon as the loan is effective. Therefore, loan interest will accrue even if the loan check is not cashed. Please referto the “Loan Interest Charged” section below for more information.

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Payment of Proceeds. Loans will be effective on the valuation date we receive your loan request form and all other requireddocuments in good order at our Administrative Office. If we receive your request in good order on a non-valuation date orafter the end of a valuation date, your loan request will be effective as of the next valuation date.

On the effective date of the loan, we deduct proportionate amounts from the Separate Account divisions and/or the GPA(excluding any outstanding loans) and transfer the resulting dollar amounts to the loan section of the GPA. We will pay anyloan amounts within 7 calendar days of the loan effective date, unless we are required to suspend or postpone the payment ofloan amounts. Please refer to the “Other Policy Rights and Limitations” section for more information.

Interest Credited on the Loaned Value. When you take a loan, we transfer an amount equal to the loan to the loan section ofthe GPA. This amount earns interest at a rate equal to the greater of:

a. 3%; orb. the policy loan rate less the current loan interest rate expense charge.

With each financial transaction (e.g., premium payment, monthly charges, etc.) processed for your policy, the interest earnedon any outstanding loan is credited to the GPA.

Loan Interest Charged. At the time you applied for the policy, you selected either a fixed loan interest rate of 6% or (in alljurisdictions except Arkansas) an adjustable loan rate.

Each year we will set the adjustable rate that will apply for the next policy year. The maximum loan rate is based on theMonthly Average Corporate yield on seasoned corporate bonds as published by Moody’s Investors Service, Inc. If this averageis no longer published, we will use a similar average as approved by the insurance department of the state in which yourcontract was issued.

The maximum rate is the greater of:

a. the published monthly average for the calendar month ending two months before the policy year begins; orb. 4%.

If the maximum rate is less than 0.5% higher than the rate in effect for the previous year, we will not increase the rate. If themaximum rate is at least 0.5% lower than the rate in effect for the previous year, we will decrease the rate.

Interest on policy loans accrues daily and becomes part of the policy debt as it accrues. As part of the loan, it will bear interestat the loan rate. Therefore, loan interest will accrue even if the loan check is not cashed. Loan interest is due on each policyanniversary. The interest is deducted proportionately from the Separate Account divisions and the GPA according to the thencurrent value in those Separate Account divisions and the GPA and added to the loan. If the policy’s account value cannotcover the loan interest due, the policy may lapse according to “Grace Period and Policy Termination” in the “PolicyTermination and Reinstatement” section.

Effect of a Loan on the Values of the Policy. A policy loan negatively affects policy values because we reduce the deathbenefit and cash surrender value by the amount of the policy debt.

Also, a policy loan, whether or not repaid, has a permanent effect on your policy’s cash surrender value because, as long as a loanis outstanding, a portion of the account value equal to the loan is invested in the GPA. This amount does not participate in theinvestment performance of the Separate Account or receive the current interest rates credited to the non-loaned portion of theGPA. The longer a loan is outstanding, the greater the effect on your cash surrender value will be. In addition, if you do not repaya loan, your outstanding policy debt will reduce the death benefit and cash surrender value that might otherwise be payable.

Whenever you reach your “policy debt limit,” your policy is at risk of terminating. Your policy debt limit is reached whentotal policy debt exceeds the account value. If this happens, we will notify you in writing. “Grace Period and PolicyTermination” in “Policy Termination and Reinstatement” sub-section of the “Policy Value” section explains more completelywhat will happen if your policy is at risk of terminating. Please note that policy termination with an outstanding loan also canresult in adverse tax consequences. Please refer to the “Federal Income Tax Considerations” section for more information.

Additionally, your ability to transfer funds out of the GPA following a loan repayment will be limited due to certain transferrestrictions. (Refer to “Transfers” in the “Policy Transactions” section for more information.) As you repay a loan, the amountin the non-loaned section of the GPA will increase because we allocate loan repayments first to the GPA until you have repaidall loan amounts originally deducted from that account.

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Repayment of Loans. All or part of your policy debt may be repaid at any time while the insured is living and while thepolicy is in force. We will increase the death benefit and cash surrender value under the policy by the amount of therepayment. We do not offer an automatic loan repayment plan.

A loan repayment must be identified as such or we will consider it a premium payment. We will apply the loan repayment onthe valuation date it is received in good order. If we receive the loan repayment in good order on a non-valuation date or afterthe end of a valuation date, the loan repayment is effective as of the next valuation date. If a loan repayment is dishonored byyour bank after we have applied the loan repayment to your policy, the transaction will be deemed void and your loanrepayment will be reversed.

Loan repayments should be mailed to the same address used for premium payments. Refer to “Subsequent PremiumPayments” in the “Premiums” section for mailing address information.

For any loan repayment, we will first transfer values equal to the repayment amount from the loaned portion of the GPA to thenon-loaned portion of the GPA until all loan amounts originally deducted from that account have been repaid. We will allocateany additional loan repayments by transferring values equal to the repayment amount from the loaned portion of the GPA tothe non-loaned portion of the GPA and/or the applicable Separate Account divisions, based on your premium allocationinstructions in effect at that time. When we receive a loan repayment and only a portion is needed to fully repay the loan, wewill apply any excess as premium and allocate it according to the current premium allocation instructions after deduction ofthe premium expense charge. Any subsequent loan repayments received after the loan is fully repaid will be refunded to thepremium payer.

We will deduct any outstanding policy debt from:

‰ the proceeds payable on the death of the insured;‰ the proceeds payable when you surrender the policy; or‰ the account value if the policy lapses.

In these situations, we will then consider the policy debt paid.

Death BenefitIf the insured dies while the policy is in force and we determine that the claim is valid, we will pay the death benefit to thenamed beneficiary.

The death benefit will be the amount provided by the death benefit option in effect on the date of death, reduced by anyoutstanding policy debt, and any unpaid monthly charges needed to avoid policy termination. The death benefit is calculated asof the date of the insured’s death. The policy also provides additional amounts payable upon death of the insured throughcertain riders that may have been added to your policy with additional charges.

The minimum face amount for your policy is based on your policy’s account value as described below.

While the policy is in force, you may make changes to the death benefit option and face amount. However, these transactions,which are discussed more fully below, cannot be processed during a grace period. You must pay any premium due before suchtransaction requests can be processed.

Minimum Face Amount

In order to qualify as life insurance under IRC Section 7702, the policy must have a minimum face amount that is determinedby the Cash Value Accumulation Test. Under this test the minimum face amount on any date is equal to a percentage of theaccount value on that date. The minimum face amount percentage depends on the insured’s:

‰ gender;‰ attained age; and‰ risk classification.

See “Appendix A” for examples of the minimum face amount and how changes in account value may affect the death benefit ofa policy.

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Death Benefit Options

When you applied for the policy you chose one of two death benefit options. These are:

‰ Option 1 – The benefit amount is the greater of:a. the selected face amount on the date of death; orb. the minimum face amount on the date of death.

‰ Option 2 – The benefit amount is the greater of:a. the selected face amount plus the account value on the date of death; orb. the minimum face amount on the date of death.

You should note that under death benefit option 1, the death benefit amount is not affected by your policy’s investmentexperience unless the death benefit is based on the minimum face amount. Under death benefit option 2, the death benefit is avariable death benefit. This means that, because the death benefit amount includes the account value, it can change from day today. Your policy’s account value will vary due to the investment performance of the Separate Account divisions in which youhave allocated premium or transferred funds. It is also impacted by the deduction of charges and other policy expenses. It ispossible that the policy’s account value can be zero which will reduce the overall value of the death benefit. The “PolicyValue” section provides more detailed information on how your policy’s account value is determined.

Right to Change the Death Benefit Option

You may change the death benefit option while the insured is living. You must send a written request in good order to ourAdministrative Office to change your death benefit option. We reserve the right to require a written application and evidenceof insurability satisfactory to us for any death benefit option change that results in a face amount increase.

The death benefit option change will be effective on the monthly calculation date that is on or next follows the date weapprove the request.

The value of your death benefit under the new death benefit option will be the same as the value of the death benefit under theold death benefit option at the time of the change. Therefore, the policy’s selected face amount will be adjusted accordinglywhen there is a change in the death benefit option. See “Appendix A” for examples of how a change in death benefit optionmay impact the policy’s selected face amount.

Changes from Death Benefit Option 1 to Death Benefit Option 2 are not allowed after the insured reaches attained age 80.

When the selected face amount changes as a result of a change in the death benefit option:

‰ the monthly charges will change;‰ the charge for certain additional benefits may change; and‰ the policy surrender charge will not change.

You cannot change the death benefit option if, as a result, the selected face amount would be reduced to an amount that is lessthan the minimum initial selected face amount.

Right to Change the Selected Face Amount

You may request an increase or decrease in the selected face amount. If you change your selected face amount, your policycharges, including surrender charges, will change accordingly. If the policy’s account value (or cash surrender value if there ispolicy debt) cannot keep the policy in force with the requested change in selected face amount, a premium payment may berequired.

If you increase or decrease the policy selected face amount, your policy may become a MEC under federal tax law. MECs arediscussed in the “Federal Income Tax Considerations” section; however, you should consult your tax adviser for informationon how a MEC may affect your tax situation.

Increases in Selected Face Amount. To increase the policy’s selected face amount, you must send a written application andevidence the insured is still insurable to our Administrative Office. We treat each face amount increase as a separate segmentof coverage.

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An increase in selected face amount may not be:

a. less than $15,000; orb. made after the anniversary of your policy’s issue date nearest the insured’s 80th birthday.

Increases in the selected face amount will be effective on the monthly calculation date that is on, or next follows, the date weapprove the application for the increase. Any increase elected under any insurability protection type of rider will be effectiveas directed in the rider.

If the policy’s account value (or cash surrender value if there is policy debt) is insufficient to continue the changed policy inforce for three months at the new monthly charges and interest, we will require a premium payment sufficient to increase theaccount value to such an amount.

Mortality charges will apply for each face amount increase elected. Additionally, a separate surrender charge schedule will applyto the amount of the increase. Generally, these surrender charges will apply during the first 15 years of each segment of coverage.

Decreases in Selected Face Amount. You may decrease the selected face amount any time after the first policy year. Youmust send a written request in good order to our Administrative Office. When we receive a written request for a decrease inface amount from the policy owner, we will provide the policy owner with a written notice that specifies the surrender chargesto be assessed at the time of the decrease. If the policy owner does not withdraw the request for the decrease in face amountwithin ten days from the date of the written notice, we will process the decrease in face amount and assess any surrendercharges that may apply. If we determine that the policy will become a MEC, then the decrease will not be processed until aMEC Notice and Acknowledgment form is received in good order at our Administrative Office.

If you decrease the selected face amount, we cancel all or part of your face amount segments, and a partial surrender chargemay apply. Surrender charges that apply when you decrease the policy’s selected face amount are discussed in “Charges andDeductions” in the “Surrender Charges for Decreases in Selected Face Amount” section.

A decrease will reduce the selected face amount in the following order:

(1) the face amount of the most recent increase; then(2) the face amounts of the next most recent increases successively; and last(3) the initial selected face amount.

You may not decrease the selected face amount if the decrease would result in a selected face amount of less than theminimum selected face amount.

A decrease in the selected face amount will be effective on the monthly calculation date that is on, or next follows, the date wereceive (in good order at our Administrative Office) the written request for the decrease. A face amount decrease will reduceyour policy’s account value by the amount of the partial surrender charge. The remaining surrender charge will be reduced bythe amount of the partial surrender charge assessed when the face amount is decreased. If the policy’s account value (or cashsurrender value if there is policy debt) cannot keep the policy in force, a premium payment may be required.

Decreases in the policy’s selected face amount may have adverse tax consequences.

When We Pay Death Benefit Proceeds

If the policy is in force and it is determined that the claim is valid, we normally pay the death benefit within seven calendardays after the date we receive due proof of the insured’s death and all required documents, in good order, at our AdministrativeOffice.

Certain situations may delay payment of a death claim. These situations include, but are not limited to, our right to contest thevalidity of a death claim. We investigate all death claims that occur within the policy’s two-year contestable periods asdescribed below.

We have the right to contest the validity of the policy for any material representation of a fact within two years:

1. after the policy is issued; or2. after a face amount increase where evidence of insurability is required.

If the face amount increase is the result of a policy change that does not require evidence of insurability such as a conversionfrom another policy or the exercise of an option on this or another policy, we have the right to contest the validity of the faceamount increase within two years after that other policy was issued.

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We may also investigate death claims beyond the contestable periods. After any two-year contestable period, in the absence offraud, we cannot contest the validity of a policy or a face amount increase, except for failure to pay premiums.

We generally determine whether the contested claim is valid within five days after we receive the information from acompleted investigation. Since it may take some time to receive the information, payment could be delayed during this period.

We can also delay payment of the death benefit if a portion is based on the variable account value of the policy and theinsured’s date of death is before or during any period when:

‰ it is not reasonably practical to determine the amount because the NYSE is closed (other than customary week-end andholiday closings);

‰ trading is restricted by the SEC;‰ the SEC declares an emergency exists; or‰ the SEC, by order, permits us to delay payment in order to protect our owners.

We will pay interest on the death benefit from the date of death to the date of a lump sum payment or the effective date of apayment option. The interest rate equals the rate determined under the interest payment option, but not less than that requiredby law. Interest paid on the death benefit is taxable as ordinary income in the year such interest is credited.

Payment Options

We will pay the death benefit in a lump sum or under one of the payment options described more fully in the table below.

If the payment option is a lump sum when the insured dies, the beneficiary may elect any payment option, with our consent. Ifthe beneficiary does not elect a payment option and you have not elected a payment option during the insured’s lifetime, thedeath benefit will be paid as a single lump sum.

For lump sum payments of at least $10,000, your beneficiary may elect to receive the death benefit by establishing an interest-bearing draft account called the Benefit Management Account (BMA). We periodically set the interest rate we credit to theBMA. That rate will not be less than the minimum guaranteed interest rate provided under the account. We will send a draftbook to the beneficiary who will have access to all the monies in the account, including interest, by writing a draft for all orpart of the proceeds. Our drafts are similar to checks. The minimum draft amount is $250. If the account balance falls below$1,000, the BMA will be closed automatically and a check for the remaining balance, including interest, will be sent to thebeneficiary. Any interest paid on amounts in the BMA is taxable as ordinary income in the year such interest is credited. Thebeneficiary may close the BMA at any time and place the remaining proceeds in another payment option listed below. Nodeposits may be paid into the BMA. The BMA is part of our general account and is subject to the claims of our creditors. TheBMA is not a bank account or bank deposit and is not insured by the FDIC. We may make a profit on amounts left in theBMA. If the policy has been assigned, the BMA is not available for the assignee’s portion of the death benefit. The BMA maynot be available in all states. We reserve the right to make changes in the terms and conditions of the BMA.

The table below provides information about the different death payment options. None of these benefits depends upon theperformance of the Separate Account or the GPA.

Installments for aSpecified

Period

Fixed time payments. Equal monthly payments for any period selected, up to 30 years. The amount ofeach payment depends on the total amount applied, the period selected, and the monthly income rateswe are using when the first payment is due.

Installments of a SpecifiedAmount

Fixed amount payments. Each payment may not be less than $10 for each $1000 applied. We will creditinterest each month on the unpaid balance and add this interest to the unpaid balance. This interest willbe an effective annual rate determined by us, but not less than 2.5%. Payments continue until thebalance we hold is reduced to less than the agreed fixed amount. The last payment will be for thebalance only.

Life Income Equal monthly payments based on the life of a named person. Payments will continue for the lifetime ofthat person. You can elect income with or without a minimum payment period.

Life Income withPayments Guaranteed for

Amount Applied

Equal monthly payments based on the life of a named person. We will make payments until the totalamount paid equals the amount applied, whether or not the named person lives until all payments havebeen made. If the named person lives beyond the payments of the total amount applied, we will continueto make monthly payments as long as the named person lives.

Interest We will hold any amount applied under this option. We will pay interest on the amount at an effectiveannual rate determined by us. This rate will not be less than 2.5%.

Joint Lifetime Income Monthly payments based on the lives of two named persons. When one dies, the same payment willcontinue for the lifetime of the other. You can elect income with or without a minimum payment period.

Joint Lifetime Income withReduced Payments to

Survivor

Monthly payments based on the lives of two named persons. We will make payments at the initial levelwhile both are living. When one dies we will reduce the payments by one-third. Payments will continueat that level for the lifetime of the other. Payments stop when both named persons have died.

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The minimum amount that can be applied under a payment option is $2,000 per beneficiary. If the periodic payment under anyoption is less than $20, we reserve the right to make payments at less frequent intervals. Once payments have begun, only thespecified amount and interest options may be changed.

All payment option elections must be sent to our Administrative Office in writing. You may change the payment option duringthe insured’s lifetime.

Although the Death Benefit is generally excludible from the income of the beneficiary who receives it, interest on the DeathBenefit is includible in the beneficiary’s income in the year such interest is credited.

Suicide

If the insured dies by suicide, while sane or insane, and the policy is in force, the policy will terminate.

‰ If the death occurs within two years after the issue date, we will refund the sum of all premiums paid less anywithdrawals and any policy debt.

‰ If death occurs within two years after the effective date of an increase in selected face amount (but at least two yearsafter the issue date), we will refund the sum of the monthly charges attributed to the increase. However, if a refund asdescribed in the preceding paragraph is payable, there will be no additional payment for the increase.

Error of Age or Gender

If the insured’s age or gender was misstated in the policy application, or the policy has been issued incorrectly, we may adjustthe death benefit. The adjustment will reflect the amount provided by the most recent monthly insurance charges using thecorrect age and gender. If the adjustment is made while the insured is living, monthly charges after the adjustment will bebased on the correct age and gender.

Other Benefits Available Under the PolicyAdditional Benefits You Can Get by Rider

You can obtain additional benefits if you request them and qualify for them. We provide additional benefits by riders, whichare subject to the terms of both the rider and the policy. The cost of each rider is generally deducted as part of the monthlycharges. Some riders do not result in monthly charges; however, we will charge a fee when you exercise the rider. Adding orremoving a rider for which there is a monthly charge may impact the premium limitations on your policy. For moreinformation, see the “Premium Limitations” section. If you choose to add a rider, you may cancel it at any time upon writtenrequest. You may not, however, add or remove a rider during a grace period. You must pay any premium due before suchtransaction requests can be processed. Having one or more riders that have monthly charges will increase the overall cost ofyour policy.

Following is a brief description of the riders that can, subject to state availability, be added to the policy; however, theAccidental Death Benefit and Insurability Protection Riders will not be issued for existing policies after December 31, 2008.For more information on these riders, please refer to the SAI or talk to your registered representative. The terms and conditionsof these riders may vary from state to state.

Accelerated Death Benefit Rider. This rider advances to the owner a portion of the policy’s death benefit, when we receiveproof, satisfactory to us, that the insured is terminally ill and is not expected to live more than 12 months. In return for theadvance payment, a lien is placed on the policy equal to the amount of benefit accelerated. Interest is not charged on the lien.

If a claim is made under this rider, then we will assess a fee that is deducted from the accelerated benefit payment and willreduce the amount you receive. The fee may vary by state, but will not exceed $250. In states where the rider is available, itwas included automatically with the policy.

Accidental Death Benefit Rider — This Rider Is No Longer Issued. This rider provides for an additional death benefit ifthe insured’s death was caused by accidental bodily injury that occurred within six months before the insured’s death. Thisrider provides no benefit if the insured dies after attained age 69. There is an additional charge for this rider that varies basedon the individual characteristics of the insured.

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Death Benefit Guarantee Rider — This Rider Is No Longer Issued. Until attained age 70, or 40 years from the policy date,whichever is sooner, the policy will not terminate when the account value is insufficient to cover the monthly charge on amonthly calculation date if (a) exceeds (b) where:

(a) is the sum of all premiums paid, minus any withdrawals, and minus any policy debt; and(b) is the sum of the minimum monthly premiums for this rider since the policy date.

Minimum monthly premiums may be paid on other than a monthly basis as long as the sum of premiums paid is at least equalto the total required minimum monthly premiums on each monthly calculation date. The minimum monthly policy premiummay change if the selected face amount is increased or decreased or if riders are added, changed, or terminated. The newminimum monthly premium will apply from the effective date of the change.

If, on a monthly calculation date, the minimum monthly policy premium requirement has not been met, you will be given anadditional 61 days to pay a premium sufficient to maintain the death benefit guarantee. The required payment will be equal to(a) the smallest amount needed to meet the requirement as of that date, plus (b) two times the minimum monthly premium forthat date. If the required payment is not received within this period, the rider will terminate and the death benefit guaranteewill be lost. Once the rider is terminated, it cannot be reinstated.

Disability Benefit Rider. This rider provides a disability benefit while the insured is totally disabled as defined in the rider.Under this rider, we will credit the greater of the specified monthly amount as elected by the owner or the monthly chargesdue. We will not return any premiums paid; however, we will adjust the account value according to the terms of the rider.There is an additional charge for this rider that varies based on the individual characteristics of the insured.

Insurability Protection Rider — This Rider Is No Longer Issued. This rider provides the right to increase the selected faceamount of the policy by a specified amount on specified dates, without evidence of insurability. There is an additional chargefor this rider that varies based on the individual characteristics of the insured.

Right to Exchange Insured Endorsement. Under this endorsement, the policy may be exchanged for a new policy on thelife of a substitute insured subject to certain conditions and satisfactory evidence of insurability. Payment of a charge of nomore than $75 is due upon request to exercise this endorsement. Exercise of this endorsement may result in adverse taxconsequences.

Charges and DeductionsThis section describes the charges and deductions we make under the policy to compensate us for the services and benefits weprovide, costs and expenses we incur, and risks we assume. We may profit from the charges deducted, and we may use anysuch profits for any purpose, including payment of distribution expenses.

In addition, the funds pay operating expenses that are deducted from the assets of the funds. For more information about theseexpenses, see the individual fund prospectuses.

Transaction Charges

Premium Expense Charge. We deduct a premium expense charge from each premium payment you make. The premiumexpense charge is generally used to cover taxes assessed by a state and/or other governmental agency as well as acquisitionexpenses.

The current premium expense charge we deduct is 4% of premium during policy years 1 through 20 and 0% in policy years 21and beyond. The maximum premium expense charge we can deduct is 4% of premium in all policy years.

Withdrawal Fee. If you make a withdrawal from your policy, we deduct from the amount you withdraw the lesser of $25 or2% of the amount withdrawn. This fee is guaranteed not to increase for the duration of the policy. (We will deduct thewithdrawal fee from the amount withdrawn.) This fee reimburses us for processing the withdrawal.

Increase in Selected Face Amount Charge. We do not currently charge you to increase your selected face amount, however,we reserve the right to do so in the future. The maximum fee we would charge is $75. This charge will reimburse us for theunderwriting and administrative costs associated with the change.

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Change from Death Benefit Option 1 to Death Benefit Option 2. We do not currently charge you to change your deathbenefit option, however, we reserve the right to do so in the future. The maximum fee we would charge is $75. This chargewill reimburse us for the underwriting and administrative costs associated with the change.

Surrender Charges. There is a charge if you fully surrender your policy or if you decrease the selected face amount.Generally, these charges will apply during:

‰ the first 15 years of coverage; and‰ the first 15 years after each increase in selected face amount.

However, in no event will we deduct surrender charges after the insured’s attained age 99.

The surrender charge has two parts:

1. Administrative Surrender Charge

The administrative component of the surrender charge applies during the first ten policy years of each segment. Thischarge reimburses us for expenses incurred in issuing the policy and selected face amount increases.

The administrative surrender charge remains level for years one through five and then decreases by 1.6666% eachmonth during years six through ten. It is zero in years eleven and beyond.

In no case, however, will the administrative surrender charge ever exceed $5 per $1000 of selected face amount.

2. Sales Load Surrender Charge

The sales load component of the surrender charge is a percentage of the premium paid and applies during the first 15policy years of each segment. The charge reimburses us for acquisition costs.

The sales load surrender charge percentage remains level for years one through ten and decreases in years eleventhrough fifteen. The sales load surrender charge is zero in years sixteen and beyond.

The sales load surrender charge will increase if the premium paid increases but, in no case, will the charge ever exceed26% of the premiums paid for the coverage up to the surrender charge band, plus 4% of premiums paid in excess of thesurrender charge band.

The surrender charge band is set forth in the policy. It is based on the selected face amount and varies by the insured’sissue age and gender.

This surrender charge is also sometimes called a “deferred sales load.” The charge compensates us for expenses incurred inissuing the policy, and for the recovery of acquisition costs.

The surrender charge is a charge against the account value of the policy. The deduction is taken from the Separate Accountdivisions and the non-loaned portion of the GPA in proportion to the values in each on the effective date of the surrender ordecrease in selected face amount.

We calculate surrender charges separately for the initial selected face amount and for each increase in the selected faceamount. They are based on the policy’s selected face amount, the insured’s age, gender, risk classification, and coverage year.The surrender charge for the policy is the sum of the surrender charges for the initial selected face amount and all selected faceamount increases.

Subject to product and state availability, an endorsement to your variable life insurance policy may have been available. Theendorsement allows the Company to waive surrender charges, under certain circumstances, if a policy owner wishes toexchange their policy for a qualifying non-variable life insurance policy offered by MassMutual or one of its subsidiaries. Wehave the right to modify, suspend, or terminate any replacement program at any time without prior notification.

For more information, please contact your registered representative or call our Administrative Office.

Surrender Charges for Decreases in Selected Face Amount. If you decrease your policy’s selected face amount, we cancelall or a part of your selected face amount segments and charge a pro-rata surrender charge that is equal to the surrender chargeassociated with each decreased or cancelled segment multiplied by the proportion of that segment that is decreased.

After a selected face amount decrease, we reduce the surrender charge for the remaining segments by the amount of the pro-rata surrender charge. This charge provides us with a proportional compensation for expenses incurred in issuing the policyand selected face amount increases, and for the recovery of acquisition costs.

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Rider Processing Fee. We will assess a one-time processing fee at the time you exercise the Accelerated Death Benefit Rideror the Right to Exchange Insured Endorsement. The processing fee for the Accelerated Death Benefit Rider may vary by state,but will not exceed $250 and is deducted from the accelerated benefit payment and will reduce the amount you receive. Thecurrent processing fee is $75 for the Right to Exchange Insured Endorsement and is due upon request to exercise.

Periodic Charges

Loan Interest Rate Expense Charge. We assess a loan interest rate expense charge against policies with outstanding loanbalances. This charge represents the difference between the interest we charge on policy loans and the interest we credit on the cashvalue we hold as collateral on policy loans. The current loan interest rate expense charge is 0.90% in all policy years. The maximumloan interest rate expense charge is 2%. It is deducted from the policy loan interest rate to determine the interest rate we use to creditinterest to the loaned portion of the GPA. This charge reimburses us for the ongoing expense of administering the loan.

Monthly Charges Against the Account Value

The following charges are deducted from the account value on each monthly calculation date. In some cases, the monthlycharges may end when the insured reaches a certain attained age as specified below.

The “monthly calculation date” is the date on which monthly charges for the policy are due. The first monthly calculation datewas the policy date. Subsequent monthly calculation dates are on the same day of each succeeding calendar month.

Monthly charges are deducted from the Separate Account division(s) and the GPA in proportion to the non-loaned values ineach on the date the deduction is taken.

Administrative Charge. The current administrative charge is $6 per policy, per month. The maximum administrative chargeis $9 per policy, per month. This charge reimburses us for issuing and administering the policy, and for such activities asprocessing claims, maintaining records and communicating with you.

Mortality Charge. The mortality charge reimburses us for providing you with life insurance protection. We deduct amortality charge based on your policy’s insurance risk. These deductions are made by deducting accumulation units,proportionately, from each Separate Account division in which you have an account value and the GPA.

The maximum or guaranteed mortality charge rates associated with your policy are shown in the policy’s specifications pages.They are calculated using the 1980 Commissioners Standard Ordinary Mortality Tables or, for unisex rates, the 1980Commissioners Ordinary Mortality Table B. The rates are also based on the age, gender (unless the unisex rates are used), andrisk classification of the person insured by the policy.

We may charge less than the maximum monthly mortality charges shown in the table(s). In this case, the monthly mortalitycharge rates will be based on a number of factors including, but not limited to, our expectations for future mortality,investment earnings, persistency and expense results, capital and reserve requirements, taxes, future profits, and other factorsunrelated to mortality experience. The expense component of these rates is used to offset sales and issue expenses, whichdecrease over time. Any change in these charges will apply to all individuals in the same class.

Cost of insurance charges for the policy will not be the same for all policy owners. Your policy’s actual or current mortalitycharge rates are based on a number of factors including, but not limited to, the insured’s issue age (and age at increase, ifapplicable), risk classification, and gender (unless unisex rates are used). These rates generally increase as the insured’s ageincreases. The rates will vary with the number of years the coverage has been in force and with the total selected face amount ofthe policy.

How the Mortality Charge is Calculated

A. If the minimum face amount is not in effect:

We calculate the mortality charge on each monthly charge date by multiplying the current mortality charge rate by adiscounted insurance risk.

The insurance risk is the difference between:

‰ The amount of benefit available, on that date, under the death benefit option in effect, discounted by themonthly equivalent of 3% per year; and

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‰ the account value at the beginning of the policy month before the monthly mortality charge is due.

The following three steps describe how we calculate the mortality charge for your policy:

Step 1: We calculate the total insurance risk for your policy:

a. We divide the amount of benefit under the death benefit option in effect that would be available at thebeginning of the policy month by 1.0024662698 (which is the monthly equivalent of 3%); and

b. We subtract your policy’s account value at the beginning of the policy month from the amount wecalculated in Step 1(a) above.

Step 2: We allocate the insurance risk in proportion to the selected face amount of each segment and each increasethat is in force as of your monthly calculation date.

Step 3: We multiply the amount of each allocated insurance risk by the mortality charge rate for each coveragesegment. The sum of these amounts is your mortality charge.

B. If the minimum face amount is in effect:

We also calculate the mortality charge on each monthly charge date. However, in Step 1 we calculate the totalinsurance risk for your policy, as described in A:

i. assuming the minimum face amount is in effect; and thenii. assuming the minimum face amount is not in effect.

Step 2: We allocate the insurance risk:

a. calculated for (ii) in proportion to the selected face amount of each segment and each increase that’s inforce as of your monthly calculation date; and

b. we subtract the risk calculated for (ii) from the risk calculated for (i) and allocate that amount to the lastunderwritten segment.

Step 3: We multiply the amount of each allocated insurance risk by the mortality charge rate for each coveragesegment. The sum of these amounts is your mortality charge.

Additional Information about the Mortality ChargeWe will apply any changes in the mortality charges uniformly for all insureds of the same issue ages, gender, riskclassifications, and whose coverage has been in-force for the same length of time. No change in insurance class or cost willoccur on account of deterioration of the insured’s health after we issue the policy.

Because your account value and death benefit may vary from month to month, your mortality charge may also vary on eachmonthly calculation date. The cost of your insurance depends on the amount of insurance risk on your policy. Factors that mayaffect the insurance risk include:

‰ the amount and timing of premium payments;‰ investment performance;‰ fees and charges assessed;‰ the addition or deletion of certain riders;‰ rider charges;‰ withdrawals;‰ policy loans;‰ changes to the selected face amount; and‰ changes to the death benefit option.

Additional Mortality Fees. Additional mortality fees may be assessed for risks associated with certain health conditions,occupations, aviation, avocations or driving history (“substandard risks”). Note the combination of mortality charges andadditional mortality fees, if any, will not exceed $83.33 per $1,000 of insurance risk or face amount.

Rider Charges. The charges for the following riders are deducted from the account value on each monthly charge date:Accidental Death Benefit Rider, Death Benefit Guarantee Rider, Disability Benefit Rider and Insurability Protection Rider.The rates vary by the insured’s gender, issue age, risk classification and year of coverage.

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The current charge for the Accidental Death Benefit Rider is $0.06591 to $0.12929 per $1,000 of rider face amount. Thismonthly charge will continue up to, but not including, the policy anniversary date on which the insured’s attained age becomes70.

For the Death Benefit Guarantee Rider, the current charge is $0.01 per $1,000 of selected face amount. This monthly chargewill continue up to, but not including, the policy anniversary date on which the insured’s attained age becomes 70 or for aperiod of 40 years, whichever is less.

Charges for the Disability Benefit Rider have two components. A portion of the charge is based on a current rate of $0.041 to$0.266 per $1 of monthly deductions. The remainder of the charge is based on a current rate of $0.009 to $0.149 per $1 ofspecified premium. This monthly charge will continue up to, but not including, the policy anniversary date on which theinsured’s attained age becomes 65.

The current charge for the Insurability Protection Rider is $0.043 to $0.179 per $1,000 of rider face amount. This monthlycharge will continue up to, but not including, the policy anniversary date on which the insured’s attained age becomes 43.

Daily Charges Against the Separate Account

The following charge is deducted from the Separate Account daily.

Mortality and Expense Risk Charge. The mortality and expense risk charge imposed is a percentage of the policy’s averagedaily net assets held in the Separate Account. The current annual percentage is 0.55% in all policy years. The maximum annualpercentage is 0.90% in all policy years.

The charge is deducted from your account value in the Separate Account but not from the GPA.

This charge compensates us for mortality and expense risks we assume under the policies and for acquisition costs. Themortality risk assumed is that the mortality charges will be insufficient to meet actual claims. The expense risk assumed is thatthe expenses incurred in issuing, distributing and administering the policies will exceed the administrative charges collected.

If the mortality and expense risk charge is not sufficient to cover the mortality and expense risk, we will bear the loss. If theamount of the charge is more than sufficient to cover the mortality and expense risk, we will make a profit on the charge. Wemay use this profit for any purpose, including the payment of marketing and distribution expenses for the policy.

Fund Expenses

The Separate Account purchases shares of the funds at net asset value. The net asset value of each fund reflects expensesalready deducted from the assets of the fund. Such expenses include investment management fees and other expenses and mayinclude acquired fund fees and expenses. For some funds, expenses will also include 12b-1 fees to cover distribution and/orcertain service expenses. When you elect a fund as an investment choice, that fund’s expenses will increase the cost of yourinvestment in the policy. See each fund’s prospectus for more information regarding these expenses.

Special Circumstances

There may be special circumstances that result in sales or administrative expenses or insurance risks that are different thanthose normally associated with this policy. Under such circumstances, we may vary the charges and other terms of thepolicies; however, the charges will not exceed the maximum charges identified in the fee tables. We will make these variationsonly in accordance with uniform rules we establish.

Federal Income Tax ConsiderationsThe information in this prospectus is general and is not an exhaustive discussion of all tax questions that might arise under thepolicy. The information is not written or intended as tax or legal advice. You are encouraged to seek legal and tax advice froma qualified tax adviser. In addition, we do not profess to know the likelihood that current federal income tax laws and TreasuryRegulations or the current interpretations of the Internal Revenue Code of 1986, as amended (IRC), Regulations, and otherguidance will continue. We cannot make any guarantee regarding the future tax treatment of any policy. We reserve the rightto make changes in the policy to assure that it continues to qualify as life insurance for tax purposes.

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No attempt is made in this prospectus to consider any applicable state or other tax laws.

Policy Proceeds and Loans

We believe the policy meets the IRC definition of life insurance. Therefore, the death benefit under the policy generally isexcludible from the beneficiary’s gross income under federal tax law. If you sell the policy or there is a transfer for value underIRC Section 101(a)(2), all or a portion of the death benefit under the policy may become taxable unless an exception applies.

As a life insurance policy under the IRC, the gain accumulated in the policy is not taxed until it is withdrawn or otherwiseaccessed. Any gain withdrawn from the policy is taxed as ordinary income.

From time to time, the Company may be entitled to certain tax benefits related to the investment of Company assets, includingthose comprising the policy value. These tax benefits, which may include foreign tax credits and the corporate dividends receiveddeduction, are not passed back to you since the Company is the owner of the assets from which the tax benefits are derived.

The following information applies only to a policy that is not a MEC under federal tax law. See “Modified EndowmentContracts” later in this section for information about MECs.

As a general rule, withdrawals are taxable only to the extent that the amounts received exceed your cost basis (also referred toas investment in the contract) in the policy. Cost basis equals the sum of the premiums and other consideration paid for thepolicy less any prior withdrawals under the policy that were not subject to income taxation. For example, if your cost basis inthe policy is $10,000, amounts received under the policy will not be taxable as income until they exceed $10,000 in theaggregate; then, only the excess over $10,000 is taxable.

However, special rules apply to certain withdrawals associated with a decrease in the policy death benefit. The IRC providesthat if:

‰ there is a reduction of benefits during the first 15 years after a policy is issued; and‰ there is a cash distribution associated with the reduction,

you may be taxed on all or a part of the amount distributed. After 15 years, cash distributions are not subject to federal incometax, except to the extent they exceed your cost basis.

If you surrender the policy for its cash surrender value, all or a portion of the distribution may be taxable as ordinary income.The distribution represents income to the extent the value received exceeds your cost basis in the policy. For this calculation,the value received is equal to the account value, reduced by any surrender charges, but not reduced by any outstanding policydebt. Therefore, if there is a loan on the policy when the policy is surrendered, the loan will reduce the cash actually paid toyou but will not reduce the amount you must include in your taxable income as a result of the surrender.

To illustrate how policy termination with an outstanding loan can result in adverse tax consequences as described above,suppose that your premiums paid (that is, your cost basis) in the policy is $10,000, your account value is $15,000, you have nosurrender charges, and you have received no other distributions and taken no withdrawals under the policy. If, in this example,you have an outstanding policy debt of $14,000, you would receive a payment equal to the cash surrender value of only$1,000; but you still would have taxable income at the time of surrender equal to $5,000 ($15,000 account value minus$10,000 cost basis).

The potential that policy debt will cause taxable income from policy termination to exceed the payment received at terminationalso may occur if the policy terminates without value. Factors that may contribute to these potential situations include:

1. amount of outstanding policy debt at or near the maximum loan value;2. unfavorable investment results affecting your policy account value;3. increasing monthly policy charge rates due to increasing attained age of the insured;4. high or increasing amount of insurance risk, depending on death benefit option and changing account value; and5. increasing policy loan rates if the adjustable policy loan rate is in effect.

One example occurs when the policy debt limit is reached. If, using the previous example, the account value were to decreaseto $14,000 due to unfavorable investment results, and the policy were to terminate because the policy debt limit is reached, thepolicy would terminate without any cash paid to you; but your taxable income from the policy at that time would be $4,000($14,000 account value minus $10,000 cost basis). The policy also may terminate without value if unpaid policy loan interestincreases the outstanding policy debt to reach the policy debt limit.

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To avoid policy terminations that may give rise to significant income tax liability, you may need to make substantialpremium payments or loan repayments to keep your policy in force.

You can reduce the likelihood that these situations will occur by considering these risks before taking a policy loan. If youtake a policy loan, you should monitor the status of your policy with your registered representative and your tax adviser atleast annually, and take appropriate preventative action.

We believe that, under current tax law, any loan taken under the policy will be treated as policy debt of the owner. If yourpolicy is not a MEC, the loan will not be considered income to you when received.

Interest on policy loans used for personal purposes generally is not tax-deductible. However, you may be able to deduct thisinterest if the loan proceeds are used for “trade or business” or “investment” purposes, provided that you meet certain narrowcriteria.

If the owner is a corporation or other business, additional restrictions may apply. For example, there are limits on interestdeductions available for loans against a business-owned policy. In addition, the IRC restricts the ability of a business to deductinterest on debt totally unrelated to any life insurance, if the business holds a cash value policy on the life of certain insureds. Thealternative minimum tax (AMT) may apply to the gain accumulated in a policy held by a corporation. The corporate AMT mayapply to a portion of the amount by which death benefits received exceed the policy’s cash surrender value on the date of death.The Tax Cuts and Jobs Act of 2017 has repealed the corporate AMT effective for tax years starting on or after January 1, 2018.

Investor Control and Diversification

There are a number of tax benefits associated with variable life insurance policies. Gains on the net investment experience ofthe Separate Account are deferred until withdrawn or otherwise accessed, and gains on transfers also are deferred. For thesebenefits to continue, the policy must continue to qualify as life insurance. In addition to other requirements, federal tax lawdictates that the insurer, and not the policy owner, has control of the investments underlying the various Separate Accountdivisions for the policy to qualify as life insurance.

You may make transfers among divisions of the Separate Account, but you may not direct the investments each SeparateAccount division makes. If the Internal Revenue Service (IRS) were to conclude that you, as the investor, have control overthese investments, then the policy would no longer qualify as life insurance and you would be taxed on the gain in the policyas it is earned rather than when it is withdrawn or otherwise accessed.

The IRS has provided some guidance on investor control, but many issues remain unclear. One such issue is whether a policyowner can have too much investor control if the variable life policy offers a large number of investment divisions in which toinvest account values. We do not know if the IRS will provide any further guidance on the issue. We do not know if any suchguidance would apply retroactively to policies already in force.

Consequently, we reserve the right to further limit net premium allocations and transfers under the policy, so that it will notlose its qualification as life insurance due to investor control.

In addition, the IRC requires that the investments of the Separate Account divisions be “adequately diversified” in order for apolicy to be treated as a life insurance contract for federal income tax purposes. It is intended that the Separate Accountdivisions, through their underlying investment funds, will satisfy these diversification requirements.

Modified Endowment Contracts

If a policy is a modified endowment contract (MEC) under federal tax law, loans, withdrawals, and other amounts distributedunder the policy are taxable to the extent of any income accumulated in the policy. The policy income is the excess of the accountvalue (both loaned and unloaned) over your cost basis. For example, if your cost basis in the policy is $10,000 and the accountvalue is $15,000, then all distributions up to $5,000 (the accumulated policy income) are immediately taxable as income whenwithdrawn or otherwise accessed. The collateral assignment of a MEC is also treated as a taxable distribution. Death benefits paidunder a MEC, however, are not taxed any differently than death benefits payable under other life insurance contracts.

If any amount is taxable as a distribution of income under a MEC, it will also be subject to a 10% penalty tax. There are a fewexceptions to the additional penalty tax for distributions to individual owners. The penalty tax will not apply to distributions:

‰ made on or after the date the taxpayer attains age 59½; or‰ made because the taxpayer became disabled; or

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‰ made as part of a series of substantially equal periodic payments paid for the life or life expectancy of the taxpayer, orthe joint lives or joint life expectancies of the taxpayer and the taxpayer’s beneficiary. These payments must be made atleast annually.

A policy is a MEC if it satisfies the IRC definition of life insurance but fails the “7-pay test.” A policy fails this test if:

a. the accumulated amount paid under the policy at any time during the first seven contract years

exceeds

b. the total premiums that would have been payable at that time for a policy providing the same benefits guaranteed afterthe payment of seven level annual premiums.

A life insurance policy may pass the 7-pay test and still be taxed as a MEC if it is received in a IRC Section 1035 tax-deferredexchange for a MEC.

If certain changes are made to a policy, we will retest it to determine if it has become a MEC. For example, if you reduce thedeath benefit during a 7-pay testing period, we will retest the policy using the lower death benefit amount, from the start ofthat testing period. If the reduction in death benefit causes the policy to fail the 7-pay test for any prior policy year, the policywill be treated as a MEC beginning in the policy year in which the reduction takes place.

Any reduction in benefits attributable to the non-payment of premiums will not be taken into account if the benefits arereinstated within 90 days after the reduction in such benefits.

We will retest whenever there is a “material change” to the policy while it is in force. If there is a material change, a new7-pay test period begins at that time. The term “material change” includes certain increases in death benefits.

Since the policy provides for flexible premium payments, we have procedures for determining whether increases in deathbenefits or additional premium payments cause the start of a new seven-year test period or cause the policy to become a MEC.

Once a policy fails the 7-pay test, loans and distributions taken in the year of failure and in future years are taxable asdistributions from a MEC to the extent of gain in the policy. In addition, the IRS has authority to apply the MEC taxation rulesto loans and other distributions received in anticipation of the policy’s failing the 7-pay test. The IRC authorizes the issuanceof regulations providing that a loan or distribution, if taken within two years prior to the policy’s becoming a MEC, shall betreated as received in anticipation of failing the 7-pay test. However, such written authority has not yet been issued.

Under current circumstances, a loan, collateral assignment, or other distribution under a MEC may be taxable even though itexceeds the amount of gain accumulated in that particular policy. For purposes of determining the amount of taxable incomereceived from a MEC, the law considers the total of all gain in all the MECs issued within the same calendar year to the sameowner by an insurer and its affiliates. Loans, collateral assignments, and distributions from any one MEC are taxable to theextent of this total gain.

Other Tax Considerations

A change of the owner or an insured, or an exchange or assignment of the policy, may cause the owner to recognize taxableincome.

The impact of federal income taxes on values under the policy and on the benefit to you or your beneficiary depends onMassMutual’s tax status and on the tax status of the individual concerned. We currently do not make any charge against theSeparate Account for federal income taxes. We may make such a charge eventually in order to recover the future federalincome tax liability to the Separate Account.

Under current laws in several states, we may incur state and local taxes (in addition to premium taxes). These taxes are notnow significant and we are not currently charging for them. If they increase, we may deduct charges for such taxes.

Federal estate and gift taxes, state and local estate taxes, and other taxes depend on the circumstances of each owner or beneficiary.

Qualified Plans

The policy may be used as part of certain tax-qualified and/or ERISA employee benefit plans. Since the rules concerning theuse of a policy with such plans are complex, you should not use the policy in this way until you have consulted a competenttax adviser. You may not use the policy as part of an Individual Retirement Account (IRA) or as part of a Tax-ShelteredAnnuity (TSA) or an IRC Section 403(b) custodial account.

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While the policy is owned by the qualified plan, we will only pay amounts under the policy while the insured is still living(e.g., withdrawals, surrenders, and loans) to the qualified plan trustee or plan administrator. We will not make such paymentsdirectly to any other party, including the insured participant. The only exception is for a Keogh plan, where the insuredparticipant is also the policy owner.

Employer-Owned Policies

The IRC contains certain notice and consent requirements for “employer-owned life insurance” policies. The IRC defines“employer-owned life insurance” as a life insurance contract:

a. that is owned by a person or entity engaged in a trade or business (including policies owned by related or commonlycontrolled parties);

b. insuring the life of a U.S. citizen or resident who is an employee on the date the contract is issued; andc. under which the policyholder is directly or indirectly a beneficiary.

The tax-free death benefit for employer-owned life insurance is limited to the amount of premiums paid unless certain noticeand consent requirements are met. The notice requirements are met if, before the contract is issued, the employee is notified inwriting of the following:

a. the employer intends to insure the employee’s life;b. the maximum face amount for which the employee could be insured at the time the contract was issued; andc. the employer will be the beneficiary of any proceeds payable on the death of the employee.

Prior to issuance of the contract, the employee must provide written consent to being insured under the contract and tocontinuation of the coverage after employment terminates.

The law also imposes annual reporting and record keeping requirements for businesses owning employer-owned life insurancepolicies. The employer must maintain records of the employer’s notice and the employee’s consent, and must file certainannual reports with the IRS.

Provided that the notice and consent requirements are satisfied, the death proceeds of an employer-owned life insurance policywill generally be income tax-free in the following situations:

1. At the time the contract is issued, the insured employee is a director, highly compensated employee, or highlycompensated individual within the meaning of IRC Section 101(j)(2)(A)(ii);

2. The insured was an employee at any time during the 12-month period before his or her death;3. The proceeds are paid to a member of the insured’s family, an individual who is the designated beneficiary of the

insured under the contract, a trust established for the benefit of any such member of the family or designatedbeneficiary, or the insured’s estate; or

4. The proceeds are used to purchase an equity interest in the employer from any of the persons described in (3).

Death proceeds that do not fall within one of the enumerated exceptions will be subject to ordinary income tax (even if the noticeand consent requirements were met), and MassMutual will report payment of taxable proceeds to the IRS, where applicable.

Business Uses of Policy

Businesses can use the policies in various arrangements, including nonqualified deferred compensation or salary continuanceplans, split dollar insurance plans, executive bonus plans, tax exempt and nonexempt welfare benefit plans, retiree medicalbenefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances.The IRS and Treasury have issued guidance that may substantially affect these arrangements. If you are purchasing the policyfor any arrangement the value of which depends in part on its tax consequences, you should consult a qualified tax adviser.

Tax Shelter Regulations

Prospective owners that are corporations should consult a tax adviser about the treatment of the policy under the TreasuryRegulations applicable to corporate tax shelters.

Alternative Minimum Tax

If the owner of the life insurance policy is a corporation, there may also be an indirect tax upon the income in the policy or theproceeds of the policy under the federal corporate alternative minimum tax. The Tax Cuts and Jobs Act of 2017 has repealedthe corporate AMT effective for tax years starting on or after January 1, 2018.

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Generation Skipping Transfer Tax

Under certain circumstances, the IRC may impose a “generation skipping transfer tax” when all or part of a life insurancepolicy is transferred to, or a death benefit is paid to, an individual two or more generations younger than the owner.Regulations issued under the IRC may require us to deduct the tax from your policy, or from any applicable payment, and payit directly to the IRS.

Withholding

To the extent that policy distributions are taxable, they are generally subject to withholding for the recipient’s federal incometax liability. Recipients can generally elect, however, not to have tax withheld from distributions.

Life Insurance Purchases by Residents of Puerto Rico

Income received by residents of Puerto Rico under life insurance policies issued by a United States life insurance company isU.S.-source income that is generally subject to United States federal income tax.

Non-Resident Aliens and Foreign Entities

Generally, a distribution from a contract to a non-resident alien or foreign entity is subject to federal income tax withholding ata rate of 30% of the amount of the income that is distributed. A non-resident alien is a person who is neither a citizen, nor aresident, of the United States of America (U.S.). We are required to withhold the tax and send it to the IRS. Some distributionsto non-resident aliens or foreign entities may be subject to a lower (or no) tax if a treaty applies. In order to obtain the benefitsof such a treaty, the non-resident alien must claim the treaty benefit on Form W-8BEN (or the equivalent entity form),providing us with:

1. proof of residency (in accordance with IRS requirements); and2. the applicable taxpayer identification number.

If the above conditions are not met, we will withhold 30% of the income from the distribution. Additionally, under the ForeignAccount Tax Compliance Act, effective July 1, 2014, U.S. withholding may be required for certain entity owners (includingforeign financial institutions and non-financial foreign entities (such as corporations, partnerships and trusts)) at a rate of 30%without regard to lower treaty rates.

Sales to Third Parties

If you sell your policy to a viatical settlement provider, and the insured is considered terminally or chronically ill within themeaning of IRC Section 101(g), the proceeds of the sale will be treated as death benefit proceeds, and will generally bereceived by you income tax-free.

However, the sale of your policy to an unrelated investor in a sale that does not qualify as a viatical settlement may have adverse taxconsequences. IRS guidance issued in 2009 provides that the gain from such a sale is taxed as ordinary income to the extent that youwould have realized ordinary income if you had instead surrendered your policy. Any amount you receive in excess of that amount istaxed as capital gain income. Under the Tax Cuts and Jobs Act of 2017, these sales may qualify as reportable sales and require thepurchaser and the contract issuer to report the sale to the seller and the IRS. Previously the IRS had taken the position that your costbasis in the policy for computing the gain on the sale must be decreased by the cumulative cost of insurance charge incurred prior tothe sale. The Tax Cuts and Jobs Act of 2017 provides that for reportable sales that take place after August 25, 2009, no reduction inthe cost basis for the cost of insurance incurred is required.

Medicare Hospital Insurance Tax

A Medicare Hospital Insurance Tax (known as the “Unearned Income Medicare Contribution”) applies to all or part of ataxpayer’s “net investment income,” at a rate of 3.8%, when certain income thresholds are met. “Net investment income” isdefined to include, among other things, non-qualified annuities and net gain attributable to the disposition of property. Underfinal regulations, this definition includes the taxable portion of any annuitized payment from a life insurance contract and itmay also include the gain from the sale of a life insurance contract. Under current guidance we are required to report to theIRS whether a distribution is potentially subject to the tax. You should consult a tax adviser as to the potential impact of theMedicare Hospital Insurance Tax on your policy.

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Other InformationOther Policy Rights and Limitations

Right to Assign the Policy. Generally, you may assign the policy as collateral for a loan or other obligation. For anyassignment to be binding on us, however, we must receive a signed copy of it at our Administrative Office. We are notresponsible for the validity of any assignment. If you assign your policy, certain of your rights may only be exercised with theconsent of the assignee of record.

Your Voting Rights. We are the legal owner of the fund shares. However, you have the right to instruct us how to vote onquestions submitted to the shareholders of the funds supporting the policy. This right is limited to the extent you are investedin those Separate Account divisions on the record date. We vote shares for which we do not receive instructions in the sameproportion as the shares for which we do receive instructions. This process may result in a small number of policy ownerscontrolling the vote. There is no minimum number of votes required. If we determine that we are no longer required to complywith the above, we will vote the shares in our own right.

Your right to instruct us is based on the number of shares of the funds attributable to your policy. The number of shares of anyfund, attributable to your policy, is determined by dividing the account value held in that Separate Account division by $100.Fractional votes are counted.

We will send you or, if permitted by law, make available electronically, proxy material and a form to complete giving usvoting instructions.

Understanding Your Product. Variable life insurance policies are complex insurance products with unique benefits. Beforeyou purchase a variable life insurance policy, you should consider whether, among other things:

‰ you have a need for death benefit protection;‰ you understand the risks and benefits of the policy;‰ you can afford to pay the applicable policy charges to keep the policy in force;‰ you understand how the policy charges impact your policy’s account value;‰ you understand your account value will fluctuate when allocated to the Separate Account;‰ you understand that the Company prohibits market timing and frequent transfers;‰ you understand that you generally have no access to your account value in the first year;‰ you understand whether your registered representative will receive more compensation for selling this life insurance

policy rather than another;‰ you understand that if you are older, the following features of a variable life insurance policy will more likely

disadvantage you:1. the limitations on account value access; and2. the impact of account value fluctuations on variable death benefit options.

Possible Restrictions on Financial Transactions. Federal laws designed to counter terrorism and prevent money launderingmight, in certain circumstances, require us to reject a premium payment or block a policy owner’s ability to make certaintransactions and thereby refuse to accept any request for transfers, withdrawals, surrenders, loans or death benefits, until theinstructions are received from the appropriate regulator. We may also be required to provide additional information about youand your policy to government regulators.

Delay of Payment of Proceeds from the GPAWe may delay payment of any cash surrender values, withdrawals, and loan proceeds that are based on the GPA for up to sixmonths from the date the request is received at our Administrative Office.

If we delay payment of a surrender or withdrawal for 30 days or more, we add interest to the date of payment at the same rateit is paid under the interest payment option.

Delay of Payment of Proceeds from the Separate AccountWe may suspend or postpone transfers from the Separate Account divisions, or delay payment of the cash surrender values,withdrawals, loan proceeds and death benefits from the Separate Account during any period when:

‰ it is not reasonably practical to determine the amount because the NYSE is closed (other than customary week-end andholiday closings);

‰ trading is restricted by the SEC;

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‰ the SEC declares an emergency exists; or‰ the SEC, by order, permits us to delay payment in order to protect our owners.

If, pursuant to SEC rules, a money market fund suspends payment of redemption proceeds in connection with a liquidation ofthe fund, we will delay payment of any transfer, partial withdrawal, surrender, loan, or death benefit from a money marketdivision until the fund is liquidated.

Reservation of Company Rights to Change the Policy or Separate Account

Separate Account Changes. We reserve the right, subject to compliance with applicable federal securities laws andregulations and any other federal or state law, to create separate accounts and to make certain material changes to the structureand operation of the Separate Account, including, among other things to:

‰ create new divisions of the Separate Account;‰ create new segments of the Separate Account for any new variable life insurance products we create in the future;‰ eliminate divisions of the Separate Account;‰ close existing divisions of the Separate Account to allocations of new premium payments by current or new policy

owners;‰ combine the Separate Account or any Separate Account divisions with one or more different separate accounts or

Separate Account divisions;‰ transfer the assets of the Separate Account or any division of the Separate Account that we may determine to be

associated with the class of contracts to which the policy belongs to another separate account or Separate Accountdivision;

‰ operate the Separate Account as a management investment company under the 1940 Act or in any other form permittedby law;

‰ de-register the Separate Account under the 1940 Act in the event such registration is no longer required; and‰ change the name of the Separate Account.

Distribution

The policies are no longer for sale to the public. While the policies were offered for sale, they were sold by both registeredrepresentatives of MML Investors Services, LLC (MMLIS), a subsidiary of MassMutual, and by registered representatives ofother broker-dealers who entered into distribution agreements with MML Strategic Distributors, LLC (MSD), a subsidiary ofMassMutual. Pursuant to separate underwriting agreements with the Company, on its own behalf and on behalf of the SeparateAccount, MMLIS serves as principal underwriter of the policies sold by its registered representatives, and MSD serves asprincipal underwriter of the policies sold by registered representatives of other broker-dealers who entered into distributionagreements with MSD.

Both MMLIS and MSD are registered with the SEC as broker-dealers under the Securities Exchange Act of 1934 and aremembers of the Financial Industry Regulatory Authority (FINRA). MMLIS and MSD receive compensation for their actionsas principal underwriters of the policies.

MassMutual also contracted with outside firms who acted as Wholesale Distributors and who may have assisted broker-dealers ortheir registered representatives in offering and selling the policies. Wholesale Distributors may provide training, marketing andother sales-related functions to broker-dealers and their registered representatives. Wholesale Distributors may also providecertain administrative services to MassMutual in connection with the policies (collectively referred to as “Services”). SomeWholesale Distributors are also broker-dealers who were authorized on their own behalf to sell the policy. MassMutual (throughMSD) compensates these Wholesale Distributors for their Services.

Commissions and Allowances Paid to MMLIS and Broker-Dealers. Commissions are paid to MMLIS and all broker-dealers involved in the sale of the policy. Commissions for sales of the policies by MMLIS registered representatives are paidby MassMutual on behalf of MMLIS to its registered representatives. Commissions for sales of the policies by registeredrepresentatives of other broker-dealers are paid by MassMutual on behalf of MSD to those broker-dealers.

Commissions are a percentage of the premium paid in each year of coverage and differ for premiums paid up to the TargetPremium and for premiums paid in excess of the Target Premium. The Target Premium is based on the Issue Age, gender andrisk classification of the insured. We also pay a renewal commission after the first Policy Year that is a percentage of theaverage monthly account value for the policies.

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We also pay expense allowances in connection with the sales of the policies.

The SAI contains more detail on the maximum commission percentages and allowances payable under the policy.

Wholesale Distributor Compensation. MassMutual pays commissions and allowances to Wholesale Distributors who wereauthorized to sell the policies on their own behalf. MassMutual pays allowances to Wholesale Distributors who provideServices to a broker-dealer in connection with the sales of the policies. MassMutual may also pay compensation to theWholesale Distributor in the event that the Target Premium for all life insurance products credited to the Wholesale Distributorequals or exceeds preset Target Premium thresholds in certain years (Progressive Compensation Program). The ProgressiveCompensation payment schedule may vary for specific Wholesale Distributors.

The Target Premium for Wholesale Distributors referenced in this section is premium paid for all MassMutual individual lifeinsurance products credited to the Wholesale Distributor including traditional whole life and universal life insurance policiesas well as variable life insurance policies.

The Statement of Additional Information contains more detail on the maximum Wholesale Distributor compensation payableunder the policy.

Additional Compensation Paid to MMLIS. Most MMLIS registered representatives are also MassMutual insurance agents,and as such, are eligible for certain cash and non-cash benefits from MassMutual. Cash compensation includes bonuses andallowances based on factors such as sales, productivity and persistency. Non-cash compensation includes various recognitionitems such as prizes and awards as well as attendance at, and payment of the costs associated with attendance at, conferences,seminars and recognition trips, and also includes contributions to certain individual plans such as pension and medical plans.Sales of this policy may have helped these registered representatives and their supervisors qualify for such benefits. MMLISregistered representatives who are also General Agents or sales managers of MassMutual also may receive overrides,allowances and other compensation that is based on sales of the policy by their registered representatives.

Additional Payments to Wholesalers. In addition to the commissions described above, we may make cash payments tocertain Wholesalers to attend sales conferences and educational seminars, thereby promoting awareness of our products. TheWholesaler may use these payments for any reason, including helping offset the costs of the conference or educationalseminar.

We may also make cash payments to Wholesalers pursuant to marketing service agreements. These marketing servicearrangements vary depending on a number of factors, including the specific level of wholesale support being provided. Thesepayments are not made in connection with the sale of specific policies.

These additional payments are not offered to all Wholesalers and the terms of these arrangements may differ. Any suchpayments will be paid by MassMutual out of our assets and will not result in any additional direct charge to you. Suchpayments may give us greater access to the registered representatives of the broker-dealers who place business throughWholesalers that receive such payments and may have influenced the way that a broker-dealer or Wholesaler marketed thepolicy.

Compensation in General. The compensation arrangements described in the paragraphs above may have provided aregistered representative with an incentive to sell this policy over other available policies whose issuers did not provide suchcompensation or which provided lower levels of compensation. You may want to take these compensation arrangements intoaccount when evaluating any recommendations regarding this policy.

We intend to recoup a portion of the cash and non-cash compensation payments that we make through the assessment ofcertain charges described in this prospectus, including the contingent deferred sales charge. We may also use some of the 12b-1 distribution fee payments (if applicable) and other payments that we receive from certain funds to help us make these cashand non-cash payments.

Your registered representative typically receives a portion of the compensation that is payable to his or her broker-dealer,depending on the agreement between the representative and their firm. MassMutual is not involved in determiningcompensation paid to a registered representative of an unaffiliated broker-dealer. You may contact, as applicable, MMLIS,your broker-dealer or registered representative to find out more information about the compensation they may receive inconnection with your purchase of a policy.

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Computer System Failures and Cybersecurity

The Company relies on its ultimate parent, MassMutual, for various operating and administrative services including computersystems. The Company, MassMutual and its business partners rely on computer systems to conduct business, includingcustomer service, marketing and sales activities, customer relationship management and producing financial statements. WhileMassMutual and the Company’s business partners have policies, procedures, automation and backup plans designed to preventor limit the effect of failures, computer systems may be vulnerable to disruptions or breaches as a result of natural disasters,man-made disasters, criminal activity, pandemics, or other events beyond their control. The failure of the computersystems for any reason could disrupt operations, result in the loss of customer business and adversely impact profitability.

MassMutual and the Company’s business partners retain confidential information on their respective computer systems,including customer information and proprietary business information. Any compromise of the security of the computersystems that results in the disclosure of personally identifiable customer information could damage our reputation, expose usto litigation, increase regulatory scrutiny and require us to incur significant technical, legal, and other expenses.

Legal Proceedings

The Company is subject to legal and regulatory actions, including class action lawsuits, in the ordinary course of its business.Our pending legal and regulatory actions include proceedings specific to us, as well as proceedings generally applicable tobusiness practices in the industry in which we operate. From time to time, we also are subject to governmental andadministrative proceedings and regulatory inquiries, examinations, and investigations in the ordinary course of our business. Inaddition, we, along with other industry participants, may occasionally be subject to investigations, examinations, and inquiries(in some cases industry-wide) concerning issues upon which regulators have decided to focus. Some of these proceedingsinvolve requests for substantial and/or unspecified amounts, including compensatory or punitive damages.

While it is not possible to predict with certainty the ultimate outcome of any pending litigation proceedings or regulatoryaction, management believes, based on information currently known to it, that the ultimate outcome of all pending litigationand regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a materialadverse effect upon the Separate Account, the ability of the principal underwriter(s) to perform in accordance with its contractswith the Company on behalf of the Separate Account, or the ability of the Company to meet its obligations under the policy.

For more information regarding the Company’s litigation and other legal proceedings, see the notes to the Company’sfinancial statements contained within the SAI.

Our Ability to Make Payments Under the Policy

Our Claims Paying Ability. Our “claims-paying ability” is our ability to meet any contractual obligation we have to payamounts under the policy. These amounts include death benefits, withdrawals, surrenders, policy loans, and any amounts paidthrough the policy’s additional features and guarantees. It is important to note that there is no guarantee that we will always beable to meet our claims-paying obligations, and as with any insurance product, there are risks to purchasing this policy. Forthis reason, when purchasing a policy and making investment decisions, you should consider our financial strength and claims-paying ability to meet our obligations under the policy.

Obligations of Our Separate Account. Net premium and account value may be allocated to the divisions of the SeparateAccount. The Separate Account will purchase equivalent shares in the corresponding funds. Any death benefits, withdrawals,surrenders, policy loans, or transfers of account value from the divisions of the Separate Account will be redeemed from thecorresponding funds. We cannot use the Separate Account’s assets to pay any of our liabilities other than those arising fromthe policies. See “The Separate Account” section.

Obligations of Our General Investment Account. Net premium and account value you allocate to the GPA is maintained inour general investment account. The assets of our general investment account support our insurance and annuity obligationsand are subject to our general liabilities from our business operations and to claims by our creditors. We use generalinvestment account assets for many purposes including to pay death benefits, withdrawals, surrenders, policy loans, andtransfers from the GPA as well as to pay amounts we provide to you through elected additional features and guarantees that arein excess of your variable account value allocated to the Separate Account.

Because of exemptive and exclusionary provisions, the general investment account, unlike the Separate Account, has not beenregistered under the 1933 Act or the 1940 Act. As a result, the general investment account is generally not subject to theprovisions of the 1933 Act or the 1940 Act. Those disclosures, however, are subject to certain generally applicable provisionsof the federal securities laws that require complete and accurate statements in prospectuses.

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Unclaimed Property

Every state has some form of unclaimed property law that imposes varying legal and practical obligations on insurers and,indirectly, on policy owners, insureds, beneficiaries, and any other payees of proceeds from a policy. Unclaimed property lawsgenerally provide for the transfer of benefits or payments under various circumstances to the abandoned property division orunclaimed property office in the state of last residence. This process is known as escheatment. To help avoid escheatment,keep your own information, as well as beneficiary and any other payee information up-to-date, including: full names, postaland electronic media addresses, telephone numbers, dates of birth, and social security numbers. To update this information,contact our Administrative Office.

Financial Statements

We encourage both existing and prospective owners to read and understand our financial statements and those of the SeparateAccount. Our audited statutory financial statements and the Separate Account’s audited U.S. GAAP financial statements areincluded in the SAI. You can request an SAI by contacting our Administrative Office at the number or address on page 1 ofthis prospectus.

Appendix AHypothetical Examples of the Impact of the Minimum Face Amount

Example I

Assume the following:

‰ Death Benefit Option 1‰ Selected Face Amount is $500,000‰ Account value is $50,000‰ No policy debt‰ Insured’s attained age is 45‰ Minimum Face Amount Percentage is 2.15

The death benefit for death benefit option 1 is the greater of the selected face amount or the minimum face amount. Theminimum face amount is calculated by multiplying the account value times the minimum face amount percentages.

The death benefit will be $500,000 based on the greater of:

‰ $500,000 or‰ $50,000 x 2.15 = $107,500

Example II

Assume the following:

‰ Death Benefit Option 1‰ Selected Face Amount is $500,000‰ Account value is $250,000‰ No policy debt‰ Insured’s attained age is 45‰ Minimum Face Amount Percentage is 2.15

The death benefit for death benefit option 1 is the greater of the selected face amount or the minimum face amount. Theminimum face amount is calculated by multiplying the account value times the minimum face amount percentages.

The death benefit will be $537,500 based on the greater of:

‰ $500,000 or‰ $250,000 x 2.15 = $537,500

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Hypothetical Examples of the Impact of the Account Value and Premiums on the Policy DeathBenefit

Example I � Death Benefit Option 1

Assume the following:

‰ Selected face amount is $1,000,000‰ Account value is $50,000‰ Minimum face amount is $219,000‰ No policy debt

Based on these assumptions,

‰ the death benefit is $1,000,000.

If the account value increases to $80,000 and the minimum face amount increases to $350,400,

‰ the death benefit remains at $1,000,000.

If the account value decreases to $30,000 and the minimum face amount decreases to $131,400,

‰ the death benefit still remains at $1,000,000.

Example II � Death Benefit Option 2

Assume the following:

‰ Selected face amount is $1,000,000‰ Account value is $50,000‰ Minimum face amount is $219,000‰ No policy debt

Based on these assumptions,

‰ the death benefit is $1,050,000 (selected face amount plus account value).

If the account value increases to $80,000 and the minimum face amount increases to $350,400,

‰ the death benefit will increase to $1,080,000.

If the account value decreases to $30,000 and the minimum face amount decreases to $131,400,

‰ the death benefit will decrease to $1,030,000.

Hypothetical Examples of Death Benefit Option Changes

Example I � Change from Option 2 to Option 1

For a change from Option 2 to Option 1, the selected face amount is increased by the amount of the account value on theeffective date of the change.

For example, if the policy has a selected face amount of $500,000 and an account value of $25,000, the death benefitunder Option 2 is equal to the selected face amount plus the account value, or $525,000. If you change from Option 2 toOption 1, the death benefit under Option 1 is equal to the policy selected face amount. Since the death benefit under thepolicy does not change as the result of a death benefit option change, the selected face amount will be increased from$500,000 under Option 2 to $525,000 under Option 1 and the death benefit after the change will remain at $525,000.

Example II � Change from Option 1 to Option 2

For a change from Option 1 to Option 2, the selected face amount will be decreased by the amount of the account value on theeffective date of the change.

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For example, if the policy has a selected face amount of $700,000 and an account value of $25,000, under Option 1 thedeath benefit is equal to the selected face amount, or $700,000. If you change from Option 1 to Option 2, the death benefitunder Option 2 is equal to the selected face amount plus the account value. Since the death benefit does not change as theresult of a death benefit option change, the selected face amount will be decreased by $25,000 to $675,000, and the deathbenefit under Option 2 after the change will remain at $700,000.

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The SAI contains additional information about the Separate Account and the policy. The SAI is incorporated into thisprospectus by reference and it is legally part of this prospectus. We file the SAI with the SEC. The SEC maintains a website(www.sec.gov) that contains the SAI, material incorporated by reference and other information regarding companies that fileelectronically with the SEC.

Information about the Separate Account, including the SAI, can be reviewed and copied at the SEC’s Public Reference Roomin Washington, D.C. Information on the Public Reference Room may be obtained by calling the SEC at 202-551-8090. Youmay also obtain copies of this information, upon payment of a duplicating fee, by writing the Public Reference Section of theSEC, 100 F Street NE, Washington, D.C. 20549-4644.

For a free copy of the SAI, other information about this policy, or general inquiries, contact our Administrative Office:

MassMutual Customer Service CenterPO Box 1865Springfield, MA 01102-18651-800-272-2216

You can also request, free of charge, a personalized illustration of death benefits, surrender values, and cash values from yourregistered representative or by calling our Administrative Office.

Investment Company Act file number: 811-03542Securities Act file number: 033-82060Class (Contract) Identifier: C000030140